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

Before any share purchase transaction completes, the buyer needs to understand exactly what they are acquiring. 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 a Share 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 is the process by which a buyer investigates the business they are acquiring before committing to the transaction. Without a structured questionnaire, that process is inconsistent, incomplete and leaves the buyer exposed to risks they did not know existed. This questionnaire provides the complete framework — covering every material aspect of the business from its corporate structure and finances through to its employees, contracts, intellectual property and litigation history.

The seller completes the questionnaire and returns it to the buyer before the Share 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. Getting this right at the outset protects both parties throughout the transaction and beyond.

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

What's Inside

This questionnaire covers every material area of due diligence required in a share purchase transaction:

• Corporate Information — Company structure, incorporation details, constitutional documents, share capital and ownership — establishing the legal foundation of what is being acquired

• Financial Information — Accounts, management information, borrowings, liabilities and financial commitments — giving the buyer a complete picture of the financial position of the business

• Assets — Owned and leased assets, vehicles, equipment and any encumbrances — confirming what the company owns and on what terms

• Contracts — Material contracts, supplier agreements, customer contracts and any change of control provisions — identifying the key commercial relationships transferring with the business

• Employees — Workforce details, terms of employment, disputes, pension obligations and TUPE considerations — ensuring the buyer understands the people and obligations they are inheriting

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

• Litigation & Disputes — Current, pending and threatened claims, regulatory investigations and compliance history — identifying any legal risk sitting in the business

• Tax — Tax compliance, outstanding liabilities, HMRC correspondence and any tax-related disputes — ensuring the buyer understands the tax position before Completion

• Data Protection — GDPR compliance, data processing activities and any regulatory correspondence — confirming the business meets its obligations under UK data protection law

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

• Properties — Owned and leasehold properties, lease terms and any outstanding obligations — relevant where the business occupies premises as part of its operations

• Document Index — A structured schedule for the seller to list all supporting documents provided in response to the questionnaire

Who Needs This

This document is essential for:

• Buyers acquiring shares in a UK private limited company who need a structured, professionally drafted framework for conducting due diligence on the target business before entering into a Share 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 share 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 share sale who need a professionally drafted document that covers every material area of due diligence without instructing a specialist corporate lawyer

• Buyers and investors conducting acquisitions of UK private companies who want certainty that their due diligence process is thorough, consistent and legally sound

Why This Document Matters

Incomplete due diligence is one of the most common and costly mistakes a buyer can make. Without a structured questionnaire, material issues — undisclosed liabilities, disputed contracts, employment claims, tax exposure — can 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 Share Purchase Agreement.

Why Buy From Us

This questionnaire has been used in real share sale transactions by qualified UK lawyers. Every section — from the corporate and financial information through to the tax, data protection and litigation questions — reflects the due diligence process as it is actually conducted in live UK share 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.