Ecommerce Due Diligence Checklist (2026): 7 Workstreams

Last updated: August 2026

I'm Chris Chen. Before joining Peony, I worked in M&A at Moelis & Company across cross-border, healthcare, industrials, and consumer transactions. The diligence discipline that protects a nine-figure carve-out is the same discipline that protects a $400K Shopify purchase — you verify the number instead of trusting the narrative, you find where the value actually sits and pressure-test whether it transfers, and you read the fine print before you wire — only the documents and the dollar signs change. This is the checklist I would hand a first-time buyer sitting in front of a listing with a claimed SDE, asking the only question that matters: what do I actually confirm before I send the money.

Here is the honest framing before we start. Most ecommerce diligence failures are not exotic. They are a summary P&L that does not tie to the platform's own payout reports, a "diversified" brand that is really one hero SKU, a supplier the seller has no written agreement with, or an Amazon account carrying a suspension risk the buyer never checked. The checklist below is built to surface exactly those things — document by document, with what you reconcile against what, and the red flag each step is looking for. And I will be blunt about scale throughout: a $300K owner-operated store does not need the machinery a $5M brand does, and the fastest way to waste money is to run a big-deal process on a small deal.

The condensed checklist. Ecommerce due diligence runs across seven workstreams. (1) Financials — reconcile the summary P&L against raw platform payout reports (Shopify Analytics, Amazon Seller Central, Stripe/PayPal), break revenue down by SKU and channel, audit the add-backs, and pull the actual return/refund/chargeback rate. (2) Traffic & marketing — verify channel mix, the TACoS/ACoS trend, list ownership and consent, and how durable the organic and non-paid revenue is. (3) Suppliers & inventory — get written supplier agreements, check concentration, MOQs, lead times, landed-cost and tariff exposure, 3PL contracts, and inventory age. (4) Platform accounts — verify Amazon Seller Central health and suspension history (accounts are "generally not transferable"; the deal is an entity transfer or a listings/Brand-Registry migration), Shopify mechanics, ad-account access, and domain/DNS. (5) Legal & IP — trademark registration and Amazon Brand Registry, product-liability insurance, category compliance, and sales-tax nexus. (6) Operations & fulfillment — 3PL, returns handling, and SOP/owner-dependency. (7) Team — who stays, and what walks with the founder. Everything you verify becomes a document you index, so the checklist and the buyer's data room are the same thing.

For what the business is worth and how the sale actually runs — valuation, the buyer landscape, marketplace-versus-broker, transfer mechanics — see the companion guide, how to sell an ecommerce business. This post is the diligence half: the document-by-document list a buyer works through, and the same list a seller reads in reverse to prepare. For the generalist SBA-financed framework that sits underneath any Main Street acquisition, small business due diligence is the parent guide — this post is the ecommerce-specific layer on top of it, and I will point to it rather than restate its SBA rules.

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What does ecommerce due diligence actually cover?

Ecommerce due diligence covers seven workstreams — financials, traffic and marketing, suppliers and inventory, the platform accounts, legal and IP, operations and fulfillment, and the team — and the spine of all of it is reconciliation: you rebuild the seller's claimed revenue from the platform's own raw reports instead of trusting the summary. For a $200K to $5M deal, the active review typically runs three to six weeks when records are organized and longer when they are not. The check size sets the depth, and I will keep flagging that as we go.

Here is the map, at a glance, before we work through each one:

Two things about that table. First, the order is roughly the order I would run it — financials first because a business that will not reconcile is a business you stop diligencing, and there is no point pulling supplier agreements on a deal that just died on the P&L. Second, notice the right-hand column is a document request list. That is not a coincidence. Everything you verify in ecommerce diligence is a file — a report, a contract, a screenshot, a certificate — which means the checklist you work through and the data room the seller organizes are the same artifact viewed from two sides. We come back to that at the end.

The realistic timeline: for an organized seller, three to six weeks of active work on a $200K to $5M deal, front-loaded on the financial reconciliation. If the seller cannot produce clean platform reports in the first week, that is itself a finding — it usually means the review will take longer and the number is less certain than the listing implies. One structural note on who is buying these businesses at all in 2026: Empire Flippers' 2026 State of the Industry Report, which analyzes 2025 deal data, reports that the Amazon aggregator buyers who dominated 2020–2022 have largely been replaced by entrepreneurial and cash-flow buyers — individuals and small firms running exactly the hands-on diligence this checklist describes, not roll-up machines with standing playbooks. That report also found that of the businesses actually sold in 2025, Amazon FBA was the single largest category at 36.1%, which is why so much of this checklist has an FBA-specific layer.

How do you verify the financials?

You reconcile the summary P&L against the raw platform payout reports, channel by channel, for the trailing 12 to 24 months — you do not read the seller's spreadsheet and trust it. This is the most important workstream in the entire checklist, because if the revenue does not reconcile, nothing else matters. FE International's own diligence framework lists verifiable financials (from QuickBooks and the platforms) as the first thing buyers confirm, and it is where a padded listing falls apart.

Here is the document set to request, and what each one is for:

• 2–3 years of P&Ls and balance sheets, ideally monthly, plus the business tax returns. The tax returns are the honesty check — a seller who reports one number to the IRS and a higher one to you has told you which number to believe.
• Platform payout / disbursement reports. For Shopify: Shopify Analytics plus the Stripe and PayPal payout statements. For Amazon: the Seller Central date-range and payment reports. These are the ground truth you reconcile to.
• Bank statements for the same period, so you can tie actual deposits to reported gross revenue net of refunds and processing fees.
• A SKU-level and channel-level revenue breakdown, not just a total.
• The seller's add-back schedule — every expense they added back to inflate the earnings the multiple is applied to.

Now the reconciliation itself. Three moves catch most of what a summary hides:

1. Deposits to P&L. Line the platform disbursements and payment-processor payouts up against reported revenue for the trailing 12 to 24 months. They should tie, net of fees and refunds. A gap that the seller cannot explain line-by-line is the single biggest red flag in ecommerce diligence.
2. Revenue by SKU and by channel. Break the top line apart. A "diversified brand" that is 70% one hero SKU, or a "multi-channel business" that is really one Amazon listing, carries concentration risk the blended number hides — and concentration is a repricing conversation. This is the ecommerce version of customer concentration, and it is where owner-operated stores most often turn out to be more fragile than the listing implies.
3. The real return, refund, and chargeback rate. Pull it from the platform, not from a stated figure. the National Retail Federation projects roughly 19.3% of online sales will be returned in 2025 — a benchmark FE International leans on in its diligence framework — so a store claiming a 2% return rate is either in an unusual category or is not telling you the truth, and either way you verify it against the platform's returns report. High or rising refunds and chargebacks eat margin and can signal product-quality or fulfillment problems that transfer to you.

Then audit the add-backs. Every add-back — the owner's above-market pay normalized to a replacement hire, genuine one-time costs, personal expenses run through the business — needs documentation a buyer's accountant can confirm, because an add-back you cannot support is one that comes back out of the earnings, and at a 3x–4x multiple every dollar you strike is three or four dollars off the price. Note the inventory-accounting method too (cost vs. retail, FIFO vs. average), because it changes reported gross margin and the working-capital peg you inherit.

A word on when to bring in help. On a sub-$500K store you can often run this reconciliation yourself with the platform reports and a spreadsheet. Above roughly $1M, or when the books are messy, a quality-of-earnings engagement pays for itself by building the EBITDA-to-cash bridge and testing the add-backs formally — that guide owns the depth of how a QoE tests the number, so I will point you there rather than restate it. And a note on multiples so you read valuations correctly: marketplaces like Empire Flippers quote a monthly net-profit multiple, while advisors like FE International quote an annual earnings multiple — FE notes ecommerce businesses "typically command earnings multiples of 4.0x to 6.0x" on an annual basis (FE International), which is not comparable to a 30x monthly figure. Do not put the two side by side as if they mean the same thing. The valuation mechanics live in how to sell an ecommerce business; here they only matter as the number your reconciliation is defending.

How do you diligence traffic and marketing?

You verify that demand is durable rather than rented from a single paid channel — pull the analytics channel mix, confirm list ownership and consent, check the acquisition-cost trend, and test how much revenue leaves with the founder. A store's traffic is its future revenue, and the marketing narrative in a listing is a hypothesis you test against the platform data, exactly as you did with the financials.

The document and access set to request:

The specific checks that matter:

• Channel concentration. A business with durable organic search and a strong owned email and SMS list is worth more than one that buys all its traffic, because paid demand disappears the moment you stop spending. Confirm the split and treat heavy single-channel paid dependence as a risk to price.
• List ownership and consent. The email and SMS list is often pitched as a core asset. Confirm it is genuinely owned and was built with proper opt-in consent — a list you cannot legally mail is worthless, and a list acquired improperly is a liability.
• The acquisition-cost trend, and TACoS/ACoS for Amazon. Pull the customer-acquisition-cost trend and, for FBA, the total advertising cost of sales (TACoS, ad spend as a share of total sales) and advertising cost of sales (ACoS, ad spend as a share of ad-attributed sales) over time. Rising ad cost to hold the same revenue is a margin problem hiding inside a flat top line. These are operator conventions rather than a fixed benchmark — there is no reliable industry-standard "good" TACoS number, so read the trend, not an absolute threshold, and be skeptical of anyone who quotes you a universal number.
• Organic durability and key-person dependence. Test whether the organic rankings are stable and how much of the business rides on one influencer, one affiliate, one viral moment, or the founder's personal audience. Revenue that is really the founder's face is revenue that may not transfer.

What do you check on suppliers and inventory?

You confirm that supply survives the ownership change at the same cost — get the written supplier agreements, check concentration and terms, and value the inventory honestly for age and obsolescence. This is the workstream first-time buyers most often underweight, and it is where an otherwise clean deal can hide a landmine: an informal supplier relationship that evaporates the day the founder who had it leaves. FE International's diligence list explicitly flags supplier formalization and revenue concentration by supplier (FE International) as things buyers verify.

Request and review:

• Written supplier and manufacturing agreements for every material supplier. The critical question is whether they exist at all. Many small ecommerce businesses run on a handshake and a WeChat thread — if there is no contract, there is nothing that binds the supplier to you post-close, and nothing stopping them from re-pricing or walking. An informal, undocumented supplier relationship is a red flag you price or paper over before closing.
• Supplier concentration. If one manufacturer makes 90% of the catalog, that is single-point-of-failure risk. Understand whether the product could be sourced elsewhere and at what cost and lead time.
• MOQs, lead times, and payment terms. Minimum order quantities and lead times drive your working capital — long lead times plus high MOQs mean cash tied up in inventory. Confirm the terms you will actually inherit, not the terms the seller once had.
• Landed-cost trend and tariff exposure. Pull the landed cost (unit cost plus freight plus duties) over time. A margin that looks healthy on last year's freight rates can compress under this year's, and a catalog sourced from a single country carries tariff-policy exposure you should size.
• 3PL and fulfillment contracts. Get the third-party-logistics agreement, its pricing, its term, and whether it is assignable. Fulfillment economics and reliability transfer with the business only if the contract does.
• Inventory age and obsolescence. Value the inventory for what it is worth, not what it cost. Slow-moving or seasonal-dead stock, short-dated goods, and discontinued SKUs are not worth full cost, and the working-capital peg should reflect real, sellable inventory. Note the accounting method here too, since it feeds the margin figure from the financial workstream.

How do you diligence the platform accounts themselves?

You verify the revenue engine is healthy and can actually be transferred — and for Amazon the transfer is not a literal account handoff, it is an entity transfer or a listings-and-Brand-Registry migration. This is the workstream unique to ecommerce, and getting the Amazon mechanic wrong can void the very asset you are buying.

Start with Amazon Seller Central, because it carries the most transfer nuance:

• Account health. Pull the Account Health dashboard, the full suspension and reinstatement history, and any open intellectual-property or policy complaints. A suspension risk you inherit can take the revenue to zero overnight, and past suspensions predict future ones. This is non-negotiable on any FBA deal.
• The transfer mechanic. Amazon states that Seller Central accounts are "generally not transferable" (SellerApp; Website Closers). An August 24, 2026 update to Amazon's Business Solutions Agreement tightened this further: transfers of "rights or obligations" under the agreement are barred however they are structured, and pledging seller-account rights or Amazon disbursement proceeds as loan collateral is now expressly prohibited (Velocity Sellers). There are two policy-safe paths, and your purchase agreement should be built around whichever applies:
  • Stock / equity sale. You buy the legal entity that owns the account; the account itself does not change hands as an account. You notify Amazon and update the account and banking details. The entity is unchanged, so listings, reviews, and history stay intact.
  • Asset sale. You open your own Seller Central account and the seller migrates the product listings and transfers the Brand Registry roles to you.
  • What you never do is treat it as "buy my account for a wire" — that violates policy and risks the account.
• Brand Registry transfer. The new owner needs trademark transfer documentation; the mechanic is either 'Update brand ownership' in the Brand Registry portal or the current Admin adds the buyer as Admin and Rights Owner; enrollment is tied to the trademark owner, which is why the trademark assignment has to come first (Seller Labs on the enrollment requirements). Put this in the closing checklist — it does not happen by itself.

Then the rest of the platform stack, which applies to Shopify and DTC stores as much as to Amazon:

• Shopify store mechanics. Confirm the store, theme, apps, and any custom code, and how ownership of the Shopify account itself transfers.
• Ad-account access. Confirm you actually get administrative access to the Meta, Google, TikTok, and Amazon advertising accounts — and their history, since ad-account learning and history have real value.
• Domain and DNS. Confirm the domain is owned (not merely rented through an agency), and plan the registrar and DNS transfer. A domain you do not control is a business you do not control.
• The app and tooling stack. List every SaaS subscription the store depends on — email/SMS platform, reviews app, subscription-billing app, helpdesk — and confirm each can be reassigned to you.

What legal and IP items matter at this size?

At the $200K to $5M size, the legal and IP checks that matter are focused: trademark ownership and Amazon Brand Registry, product-liability insurance, category-specific compliance, and sales-tax nexus — not a corporate-scale legal review. Keep this proportionate. A $300K store does not need the legal machinery of a mid-market deal; it needs these specific items confirmed.

• Trademark registration and Brand Registry. Confirm the brand's trademark is actually registered to the seller and enrolled in Amazon Brand Registry (for FBA). This ties directly to the platform workstream above — no clean trademark, no clean Brand Registry transfer. Empire Flippers' data shows trademarked ecommerce businesses list and sell materially higher, and ecommerce and FBA are the most-trademarked category (Empire Flippers 2026 report), which tells you the market prices this — an unregistered brand is both a risk and a discount.
• Product-liability insurance. For a business selling physical products, confirm a product-liability policy exists and understand the coverage. Amazon requires at least $1 million in commercial general liability cover within 30 days of crossing $10,000 in gross monthly sales, and a gap is a real exposure that transfers to you.
• Category compliance. This is category-specific: cosmetics and supplements carry FDA labeling and claims obligations, children's products carry CPSC requirements, electronics carry certification requirements. Confirm the products actually comply with the rules of their category and that any required registrations or certifications exist. What you check depends entirely on what the business sells.
• Sales-tax nexus. Confirm where the business has sales-tax collection obligations (economic nexus varies by state and inventory location, including FBA inventory stored in a state) and whether it has been collecting and remitting correctly. Unremitted sales tax is a successor-liability trap — a classic small-deal surprise that becomes your problem after close.
• Terms of service and privacy policy. Confirm the store has a compliant privacy policy and terms, especially given the email/SMS consent question from the marketing workstream.

For the broader small-business legal workstream — entity good-standing, lien and litigation searches, and the SBA-financing considerations if you are borrowing — small business due diligence is the generalist parent guide; if you are using an SBA 7(a) loan under the June 2025 SOP 50 10 8 rules, work through the equity-injection and seller-note mechanics there rather than here.

What are the red flags that kill deals?

The deal-killers cluster into a short, concrete list — and the first one, revenue that will not reconcile, is the only one that reliably ends the conversation; most of the rest are reasons to reprice or restructure. Here is the catalog, each with the practitioner reason it matters:

1. Revenue that will not reconcile. The summary P&L does not tie to the platform payout reports or the bank deposits. This is the one that stops a deal cold, because if you cannot trust the top line you cannot trust anything built on it.
2. Single-SKU or single-channel concentration. One product or one marketplace is effectively the whole business. Amazon FBA being the largest sold category (Empire Flippers 2026 report) means many listings are single-platform by nature — price the concentration, and stress-test the earnings against losing the hero SKU.
3. Understated returns, refunds, or chargebacks. The stated rate is well below what the platform reports, against the National Retail Federation's ~19.3% projection for online-sales returns in 2025 (cited by FE International). High or hidden returns eat margin and often signal a product or fulfillment problem.
4. A list the seller does not own or built without consent. A prized "asset" you cannot legally mail is not an asset.
5. Informal, undocumented supplier relationships. No written agreement means the supplier can walk or re-price the day you close — and if the relationship was personal to the founder, it may not survive the handoff at all.
6. An Amazon account with suspension history or open IP complaints. Inheriting a suspension risk can zero the revenue. Check the account health before, not after.
7. An unregistered trademark or one not in Brand Registry. It blocks a clean Brand Registry transfer and leaves the brand exposed to hijackers.
8. Rising ad spend propping a flat top line. TACoS or ACoS trending up while revenue is flat is deteriorating unit economics dressed as stability.
9. Landed cost or tariff exposure trending the wrong way. Margins modeled on last year's freight and duty can compress under this year's.
10. Heavy founder or influencer dependence. If the revenue is really the founder's face or one creator's audience, confirm what actually transfers.
11. A non-assignable 3PL, domain, or key SaaS contract. The revenue engine transfers only if its plumbing does.
12. Inventory valued at cost, not at what it will sell for. Aged, seasonal-dead, or discontinued stock padding the working-capital peg is a hidden price increase.

None of items 2 through 12 is automatically fatal. Each is a reason to reprice, to structure part of the consideration into an earnout that shifts the risk back to the seller, or to slow down and verify. Item 1 is the exception: when the money does not reconcile, you walk.

How should the diligence document set be organized?

Organize the document set the way the seven workstreams are numbered — one top-level folder per workstream — because that folder tree is the checklist, and it is the same room whether you are the buyer collecting or the seller preparing. Everything you have verified in this post is a file, so the natural close is the folder structure that holds them, gated so the sensitive parts stay protected.

Here is the tree, which doubles as your final request list:

• 01 — Financials: P&Ls, balance sheets, tax returns, platform payout reports (Seller Central, Shopify, Stripe, PayPal), bank statements, SKU/channel revenue breakdown, add-back schedule, inventory accounting.
• 02 — Traffic & marketing: analytics exports, ad-account exports and spend history, email/SMS list size and consent records, keyword/backlink profile.
• 03 — Suppliers & inventory: signed supplier and manufacturing agreements, landed-cost history, MOQ/lead-time/terms summaries, 3PL contract, current inventory with age.
• 04 — Platform accounts: Amazon Account Health and suspension history, Brand Registry status, Shopify store details, ad-account access list, domain/DNS records, SaaS stack list.
• 05 — Legal & IP: trademark registrations, product-liability policy, category-compliance certifications, sales-tax registrations and filings, terms and privacy policy.
• 06 — Operations & fulfillment: SOPs, returns process, fulfillment workflow, supplier-onboarding steps.
• 07 — Team: roster, contractor agreements, key-person dependencies, any retention arrangements.

The reason this belongs in a data room rather than a shared drive is specific to ecommerce, and it is a control problem, not an analytics one. The most valuable and most copyable parts of an online business — the supplier list and pricing terms, the SKU-level margins, the customer list — are exactly the files a seller does not want sitting unprotected in a competitor-adjacent buyer's inbox. So the mechanic that works is: upload everything once into the folder tree above, gate it behind an NDA so nothing opens until a buyer signs, stage the most sensitive folders (03 suppliers, 01 margins, 07 team) behind a separate reveal until a buyer is serious, stamp every page with a per-viewer watermark so a leaked supplier agreement traces to the exact buyer, and use a separate link per buyer so you can run several buyers in parallel and revoke any one of them the moment they drop out without touching the others.

That is a natural home for Peony, a data room company serving 6,800+ customers. The Data Room plan at $52 per admin per month billed annually ($75 monthly) gives unlimited storage, unlimited rooms, Advanced NDA with countersigning, and per-viewer dynamic watermarking — the configuration this staged, multi-buyer ecommerce process actually needs. The Business plan at $30 per admin per month ($44 monthly) covers a lighter process with Simple NDA gating, and the free tier ($0, up to 50 documents) is enough to organize the package and share it with a first buyer before you commit. Analytics and link expiry are on every tier including Free, one-click revoke is on Business and up, and viewers are always free, so inviting a dozen buyers or a whole broker's list costs nothing extra — bidding out several buyers costs no more than one. If you are the seller reading this checklist in reverse, the same tree is your pre-sale preparation list: build the room before you list, and diligence becomes a verification of an organized package instead of a scramble that drags on the price. For the small-business-specific room setup, best data room for small business walks through the general secure-sharing workflow.

Frequently asked questions

What does ecommerce due diligence actually cover?

Ecommerce due diligence covers seven workstreams: financials, traffic and marketing, suppliers and inventory, the platform accounts themselves, legal and IP, operations and fulfillment, and the team. The core of it is reconciliation — you are not reading the seller's summary P&L and trusting it, you are pulling the raw platform payout reports (Shopify Analytics, Amazon Seller Central, Stripe and PayPal statements) and rebuilding revenue from the bottom up to confirm the number the listing claims. For a $200K to $5M deal, the active review typically runs three to six weeks when records are clean and longer when they are not. The size of the check sets the depth: a $300K owner-operated store does not need the workstreams a $5M brand does, and the fastest way to overspend on diligence is to run a big-deal checklist on a small deal. The through-line across all seven workstreams is that everything you verify becomes a document you index — which is why the checklist and the buyer's data room are the same artifact.

How do you verify ecommerce revenue?

You reconcile the summary P&L against the raw platform payout reports, and you do it channel by channel. For a Shopify store, pull Shopify Analytics and the Stripe and PayPal payout statements and confirm that deposits into the bank match reported gross revenue net of refunds and processing fees. For an Amazon FBA business, pull the Seller Central date-range and payment reports and reconcile disbursements against claimed sales. The three moves that catch inflated numbers: reconcile deposits to the P&L for the trailing 12 to 24 months rather than trusting a spreadsheet; break revenue down by SKU and by channel so a single hero product or a single marketplace masquerading as a diversified business is visible; and pull the refund, return, and chargeback rate directly from the platform rather than accepting a stated figure — the National Retail Federation projects roughly 19.3% of online sales will be returned in 2025 (a benchmark FE International also uses), so a store claiming a 2% return rate deserves scrutiny. Then audit the add-backs the seller used to inflate the earnings the multiple is applied to, because an add-back you cannot document is one that comes back out.

How do you do due diligence on an Amazon FBA business?

Beyond the financials, an Amazon FBA business has diligence that a Shopify store does not, and it centers on the Seller Central account and the brand. First, verify account health: pull the Account Health dashboard, the full suspension and reinstatement history, and any intellectual-property or policy complaints, because a suspension risk you inherit can zero the revenue overnight. Second, understand the transfer mechanic — Amazon states that Seller Central accounts are 'generally not transferable,' so the deal is done either as a stock or equity sale (the legal entity is unchanged and you notify Amazon) or as an asset sale where you open your own Seller Central account and the seller migrates the listings and Brand Registry roles; it is never a literal account handoff. Third, confirm the trademark is registered and enrolled in Amazon Brand Registry, because the new owner needs trademark transfer documentation to move the Brand Registry roles. Fourth, diligence the advertising: pull the trailing TACoS and ACoS trend from the advertising reports, since rising ad cost to hold the same sales is a margin problem hiding inside a flat top line. Verify all of this against the platform itself, not the seller's screenshots.

What are the biggest red flags when buying an online business?

The red flags that most often kill or reprice an ecommerce deal: revenue that will not reconcile — the summary P&L does not tie to the platform payout reports or the bank deposits; a single-SKU or single-channel concentration where one product or one marketplace is the whole business; a return, refund, or chargeback rate that is understated versus what the platform reports (against the National Retail Federation's projection of roughly 19.3% of online sales returned in 2025); an email or SMS list the seller does not actually own or that was built without consent; informal supplier relationships with no written agreement, so the manufacturer can walk or re-price the day you close; an Amazon account with a suspension history or open IP complaints; a trademark that is unregistered or not in Brand Registry; and rising ad spend (TACoS or ACoS trending up) propping a flat top line. None of these is automatically fatal — most are reasons to reprice, restructure into an earnout, or slow down and verify — but revenue that will not reconcile is the one that ends the conversation.

How much does ecommerce due diligence cost and how long does it take?

For a typical $200K to $5M online business, the active diligence workstream runs three to six weeks when the seller's records are organized and can stretch longer when they are messy, and the third-party spend scales with the deal. A sub-$500K owner-operated store often needs little more than a careful financial reconciliation, a lease-free operations review, and lien and trademark searches — you do a lot of it yourself. Larger or more complex deals warrant a quality-of-earnings review, a formal legal review of supplier and platform agreements, and sometimes an inventory or IP specialist. Be honest about scale: a $300K deal does not need a full quality-of-earnings engagement and running one anyway eats a punishing share of the purchase price, while a $5M brand that skips the reconciliation and the supplier review is asking to inherit a problem. Match the depth to the check. For the generalist SBA-financed framework and the third-party cost bands, our small business due diligence guide covers the numbers deal by deal.

Can you transfer an Amazon Seller Central account when you buy the business?

Not directly — Amazon states that Seller Central accounts are 'generally not transferable,' so a literal 'buy my account' handoff violates policy. There are two policy-safe paths. In a stock or equity sale, the legal entity that owns the account does not change hands as an account; you buy the company, the account stays with it, and you notify Amazon and update the account and banking details. In an asset sale, you open your own Seller Central account and the seller migrates the product listings and transfers the Brand Registry roles to you. Either way, the Brand Registry transfer requires trademark transfer documentation — the current Admin either uses 'Update brand ownership' in the Brand Registry portal or adds the buyer as Admin and Rights Owner, and enrollment is tied to the trademark owner. Structure the purchase agreement around whichever path applies, and put the account-transition and Brand Registry steps in the closing checklist rather than assuming they happen automatically.

Where do buyers and sellers actually exchange these documents during an ecommerce deal?

In a data room — a single access-controlled hub the seller uploads everything into once, then shares behind a link that requires an NDA before anything opens. That is a natural home for Peony, a data room company serving 6,800+ customers. The practitioner reason to use one here is specific to ecommerce: the most valuable, most copyable parts of an online business are the supplier list and pricing terms, the SKU-level margins, and the customer list, and a seller does not want those sitting in a competitor-adjacent buyer's inbox. Peony's Data Room plan at $52 per admin per month billed annually ($75 monthly) gives unlimited storage, unlimited rooms, Advanced NDA with countersigning, and per-viewer dynamic watermarking that stamps each page with the viewer's identity, so a leaked supplier agreement traces to the exact buyer. The Business plan at $30 per admin per month ($44 monthly) covers a lighter process with Simple NDA gating, and the free tier lets you organize the package before you commit. Analytics and link expiry are on every tier including Free, one-click revoke is on Business and up, and viewers are always free, so inviting a dozen buyers or a whole broker's list costs nothing extra.

How do you check the traffic and marketing of an ecommerce business?

Start with channel mix, because a business that gets 80% of its sessions from one paid channel is a different risk than one with durable organic and email revenue. Pull the analytics (Shopify Analytics, Google Analytics) and confirm the split across organic search, paid, email and SMS, social, and referral, then verify the claimed numbers against the ad platforms directly rather than a screenshot. Confirm the email and SMS list is genuinely owned and was built with consent, because a list you cannot legally mail is not an asset. Check the customer-acquisition-cost trend and, for Amazon, the TACoS and ACoS trend — rising acquisition cost to hold flat sales is a margin problem. Test how durable the organic rankings are and how dependent revenue is on a single influencer, affiliate, or piece of viral content that leaves when the founder does. The reconciliation discipline is the same as with the financials: the seller's marketing narrative is a starting hypothesis, and the platform data is the evidence.

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About the author: Chris Chen works at Peony, the data room platform used by 6,800+ customers across M&A, fundraising, and diligence workflows. Before Peony, Chris worked in M&A at Moelis & Company across cross-border, healthcare, industrials, and consumer transactions.

Related resources

• How to sell an ecommerce business — the companion to this checklist: valuation, the buyer landscape, marketplace-versus-broker, and the transfer mechanics
• Small business due diligence — the generalist SBA-financed diligence framework this ecommerce layer sits on top of
• Quality of earnings — how a QoE tests the adjusted-earnings number your reconciliation is defending, and when a small deal needs one
• Buy-side due diligence — the broader buyer's diligence playbook across deal types
• Best data room for small business — the secure-sharing room setup for a solo seller or a small brand
• E-commerce data room — the buyer-side and sell-side room built for online-business deals