Legal Due Diligence Questionnaire — Asset Purchase Agreement (England & Wales)

Before any asset purchase transaction completes, the buyer needs to understand exactly what they are acquiring — and equally, what they are not. This lawyer-drafted Legal Due Diligence Questionnaire is the complete, transaction-ready document used by UK law firms to gather the information required to assess a target business before entering into an Asset Purchase Agreement — giving both parties a structured, professionally drafted framework for the due diligence process without the law firm price tag.

What This Template Does

Due diligence in an asset sale is different from a share sale. The buyer is not acquiring the company itself — they are selecting specific assets, contracts, employees and goodwill while leaving behind the liabilities they do not want to inherit. That distinction makes thorough due diligence even more critical. Without a structured questionnaire, the buyer cannot properly identify what they are acquiring, what conditions attach to those assets, and what obligations will transfer with them.

This questionnaire provides the complete framework — covering every material aspect of the business from its assets and trading contracts through to its employees, intellectual property, data protection obligations and litigation history. The seller completes the questionnaire and returns it to the buyer before the Asset Purchase Agreement is negotiated and finalised. The answers inform the warranties the seller gives, the disclosures made in the Disclosure Letter and the protections the buyer negotiates in the agreement.

This is not a generic checklist. It is the document UK lawyers use to open the due diligence process in live asset sale transactions. Now it is yours.

What's Inside

This questionnaire covers every material area of due diligence required in an asset purchase transaction:

• Business Information — Trading name, history, business activities, licences, consents and regulatory position — establishing the commercial foundation of what is being acquired and confirming the business is permitted to trade in the manner represented

• Assets Being Acquired — A detailed review of the specific assets included in the transaction, including stock, equipment, vehicles, goodwill and any other assets forming part of the deal — giving the buyer certainty over exactly what they are purchasing

• Financial Information — Accounts, management information, turnover, profitability, outstanding liabilities and financial commitments — giving the buyer a complete picture of the financial position and trading performance of the business

• Contracts — Material contracts, supplier agreements, customer contracts, change of control provisions and any contracts requiring consent to assignment — identifying the key commercial relationships transferring with the business and any consents required to novate or assign them

• Employees — Workforce details, terms of employment, disputes, disciplinary matters, pension obligations and TUPE considerations — ensuring the buyer understands the people and obligations they are inheriting under the Transfer of Undertakings (Protection of Employment) Regulations 2006

• Intellectual Property — Registered and unregistered intellectual property, licences, domain names, social media accounts and IT systems — protecting the intangible value of the business being acquired

• Book Debts & Liabilities — Outstanding invoices, receivables, creditors and any liabilities attaching to the assets — establishing the financial position of the business at the point of transfer and clarifying what transfers and what remains with the seller

• Litigation & Disputes — Current, pending and threatened claims, regulatory investigations, compliance history and any disputes with customers, suppliers or employees — identifying any legal risk sitting in the business before Completion

• Tax — VAT registration, tax compliance, outstanding liabilities, HMRC correspondence and the transfer of a going concern position — ensuring the buyer understands the tax position and the correct VAT treatment of the transaction

• Data Protection — GDPR compliance, data processing activities, data transfers forming part of the asset sale and any regulatory correspondence — confirming the business meets its obligations under UK data protection law and that the transfer of data is handled correctly

• Insurance — Current insurance policies, claims history and any gaps in cover — giving the buyer confidence in the risk management position of the business before the assets transfer

• Properties — Details of any freehold or leasehold properties occupied by the business, lease terms, landlord consents required for assignment and any outstanding obligations — critical where the business operates from premises that form part of or are connected to the transaction

• Document Index — A structured schedule for the seller to list all supporting documents provided in response to the questionnaire, creating a clear and auditable record of everything disclosed during the due diligence process

Who Needs This

This document is essential for:

• Buyers acquiring a business by way of its assets who need a structured, professionally drafted framework for conducting due diligence on the target business before entering into an Asset Purchase Agreement

• Sellers preparing for the sale of their business who need to understand what information the buyer will require and present it in a clear, organised and professionally documented format

• Solicitors and legal professionals managing asset sale transactions who need a complete due diligence questionnaire to send to the seller at the outset of the transaction

• SMEs and owner-managed businesses going through their first asset sale who need a professionally drafted document that covers every material area of due diligence without instructing a specialist corporate lawyer

• Buyers and investors acquiring a trade and assets where the value sits in goodwill, contracts, employees and stock, and where thorough due diligence is essential to protect the price being paid

Why This Document Matters

Incomplete due diligence in an asset sale can leave a buyer inheriting obligations they did not anticipate — employee claims, disputed contracts, unassignable leases or undisclosed liabilities that the asset purchase structure was specifically designed to avoid. Without a structured questionnaire, those risks go undetected until after Completion, when the buyer has limited recourse. This questionnaire ensures nothing is missed and that the seller's answers are formally documented, creating a clear and enforceable record that feeds directly into the warranties and disclosures in the Asset Purchase Agreement.

Why Buy From Us

This questionnaire has been used in real asset sale transactions by qualified UK lawyers. Every section — from the asset schedule and contract review through to the TUPE, tax and data protection questions — reflects the due diligence process as it is actually conducted in live UK asset purchase transactions. You receive a fully editable Word document, ready to be tailored to your transaction, your business and your parties.

The document your lawyer would charge hundreds to draft. Yours today, for a fraction of the cost.