Amazon FBA Due Diligence Checklist (43 Checks, Free PDF)

Here is the Amazon FBA due diligence checklist I run on every deal I look at: 43 checks across five sections, each with a pass/fail threshold written down before I open the seller's numbers. Three fails and I walk.

I've reviewed 50+ e-commerce businesses as a buyer. Most die fast, and they die on the same handful of checks every time. A checklist beats instinct not because it is smarter, but because the threshold gets written down before you are emotionally invested, so you cannot talk yourself into a number you would have rejected two weeks earlier.

Download the full checklist as a printable PDF. Every check below, with a fill-in pass/fail column and a notes column, plus the scorecard on the last page. No form, no email.

This is the executable companion to the 50-deal filter for acquiring an e-commerce business. That post explains how I screen a listing before the first call. This is what you carry into the data room after the call goes well.

How to Use This Due Diligence Checklist

Set up six columns in a spreadsheet, or print the PDF: check number, what to request, the threshold that counts as a fail, what you actually found, pass or fail, and what you do about it.

Two rules make it work.

Write the threshold before you look. Every check below already has one. Do not adjust it once the seller's number is in front of you.

Request everything in one batch. Organized sellers send it in a week. Sellers who are not, or who are hiding something, drip it out over a month. How long the request takes is itself a signal, and it is free.

One distinction up front: this checklist answers "what could be wrong with this business," not "what is it worth." Those are separate exercises with separate tools. For the valuation side, use the e-commerce valuation worksheet alongside how to value an e-commerce business.

Section 1: Financials (Checks 1-9)

Start here, because a business that cannot produce clean financials in a week is telling you something about every other section too.

#	Check and what to request	Fails if
1	Financials rebuilt from primary sources. Request Seller Central settlement reports, bank statements, and merchant processor exports for 24 months.	You cannot rebuild revenue from primary data and land within 2% of the seller's P&L. A P&L is a claim. A settlement report is a record.
2	SDE and EBITDA reconciliation. Request both, calculated and labeled.	The seller quotes one number and cannot show you how it was built. Brokers quote SDE because it is the larger number. See SDE vs EBITDA for e-commerce for which one actually applies to the deal in front of you.
3	Add-back scrutiny. Request a line-item list of every add-back with a receipt or invoice behind it.	Add-backs exceed 15% of SDE, or if any add-back is a cost the business will genuinely keep incurring after close. Owner health insurance is a real add-back. The freelancer who writes the listings is not.
4	Trailing 12-month revenue trend. Pull monthly revenue for 36 months.	Trailing 12 is down against the prior 12 and the decline is accelerating. Flat is fine. Down is a conversation. Down and steepening is a pass.
5	Gross margin stability. Calculate gross margin by month for 24 months.	Margin has compressed more than 5 points over that window with no explanation you can verify. Amazon's take rate keeps climbing, and the 2026 fee structure is why margins are broken on a lot of businesses that still look fine on the revenue line.
6	Seller Central settlement reconciliation. Match 12 months of Amazon disbursements to what hit the bank.	There are unexplained gaps, or if disbursements route to an account that is not the operating entity's.
7	Accounting method. Ask whether the books are cash or accrual.	They are cash-basis on a business carrying real inventory. Cash accounting on an inventory business can make a stock-up month look like a collapse and a sell-through month look like a boom.
8	Refund and return rate. Pull returns by ASIN for 12 months.	The blended return rate is above category norm, or if any single ASIN driving meaningful revenue is above 10%. High returns on a top SKU are usually a product problem the seller has decided is your problem.
9	Unclaimed FBA reimbursements. Run a reimbursement audit on 18 months of inventory adjustments.	Nothing has ever been claimed. Less a red flag than found money, and it tells you how closely the account has been managed.

Section 2: Channel and Revenue Concentration (Checks 10-17)

Concentration is the risk that does not show up anywhere on a P&L, which is exactly why it is worth pricing.

#	Check and what to request	Fails if
10	Channel concentration	A single channel is above 90% of revenue. One algorithm change or one policy update and the whole business moves.
11	SKU concentration	One SKU drives more than 70% of revenue. That is not a business, it is a bet on a product.
12	Top three SKU share	The top three exceed 90% of revenue and the rest of the catalog is filler that has never sold.
13	Paid versus organic split. Pull organic and ad-attributed sales for 12 months.	More than 50% of revenue is ad-attributed. You are buying an ad account, not a brand.
14	TACoS trend. Calculate total ad spend against total sales by month for 12 months.	TACoS is rising while revenue is flat. That is the pattern that hides inside a clean ACOS number, and the difference between TACoS and ACoS is the whole story on a declining organic foundation.
15	Marketplace versus DTC mix	There is no owned channel at all: no site, no list, no direct customer relationship of any kind.
16	Repeat customer rate and owned audience. Request email list size, engagement, and repeat purchase rate.	The list does not exist, is unengaged, or was never actually the seller's to transfer.
17	Geographic and marketplace concentration	100% of revenue is one country marketplace and there is no registered path to expand. Not a deal-killer on its own. It is one of the clearest growth levers if everything else passes.

Section 3: Platform and Legal Risk (Checks 18-27)

This section changed materially in August 2026, and most checklists still online have not caught up.

#	Check and what to request	Fails if
18	Account Health dashboard, 12 months. Request screenshots or live access.	The seller will not give you Seller Central access under NDA. There is no legitimate reason to refuse a serious buyer.
19	Order Defect Rate	ODR has been above 1% at any point in 12 months without a documented cause and fix.
20	Suspension and reinstatement history. Request every performance notification for 24 months.	There has been a suspension the seller did not disclose before you asked. The suspension matters less than the non-disclosure.
21	Intellectual property complaint history	There are open IP complaints, or a pattern of resolved ones. A pattern means someone is actively contesting the catalog.
22	Business Solutions Agreement transfer gate	The deal is structured as a seller account handoff rather than a purchase of the underlying entity and its assets. Amazon's BSA update took effect August 24, 2026 and bans transferring a seller's rights or obligations under the agreement. A login handoff was always the sloppy version of a sale. Now it is the prohibited one. The full breakdown is in the Business Solutions Agreement 2026 update.
23	Revenue pledge and collateral check. Request every financing agreement the business is party to and read the collateral language.	Any facility pledges future Amazon disbursements as collateral. That structure is now separately prohibited. Financing secured against the business broadly, its inventory, receivables, or a personal guarantee, is a different structure and is not what the clause targets.

Checks 22 and 23 are the two on this list you fix with deal structure rather than with price. A discount does not solve a prohibited structure. Restructuring does.

#	Check and what to request	Fails if
24	Brand Registry ownership	Brand Registry sits under an individual or an agency rather than the entity you are buying.
25	Trademark status	The trademark is unregistered, pending, filed in the wrong class, or held by someone other than the selling entity. A registered trademark in the right class is what makes Brand Registry survive the transition.
26	Product compliance and liability. Request certificates, test reports, and insurance.	The category requires documentation the seller cannot produce, or there is no product liability coverage.
27	Restricted and gated category approvals	The catalog depends on ungating that is attached to the seller's account rather than something your new entity can obtain. Confirm this before close, not after.

Section 4: Operations and Transferability (Checks 28-36)

Owner dependency kills more deals than any other category, and it is the one sellers are most optimistic about.

#	Check and what to request	Fails if
28	Owner hours per week	The owner works more than 20 hours a week and there is no team to absorb it.
29	Who actually runs it. Request an org chart with names, roles, and pay.	The answer is the owner for every function.
30	Documented SOPs	They do not exist. If it is all in the founder's head, you are buying a job with inventory attached. Same discount I price into every service business I look at.
31	Supplier contracts and assignability. Read the actual contracts.	There is no written agreement, or the agreement does not assign to a new owner.
32	Single-supplier dependency	One supplier is more than 50% of COGS with no qualified alternative. I have seen a supplier decide to go direct-to-consumer 30 days after a close.
33	Inventory position and aged stock. Request an inventory report with age and cost basis.	More than 20% of inventory value is aged past 12 months. Stale inventory is a liability sitting on the balance sheet dressed as an asset.
34	Third-party logistics and FBA dependencies	The 3PL relationship is informal, or if long-term storage fees are quietly eating the margin. Inventory deadlines and storage rules drive real cost on a catalog with slow movers.
35	The asset list: what actually transfers. List every asset and confirm in writing that it conveys: domain, trademark, social handles, email list, ad accounts, photography, video, design files, supplier relationships, and the ASINs.	Any revenue-driving asset is missing from the list or cannot be transferred.
36	Who controls the keys	The domain registrar, the ad accounts, or the platform logins sit with a former contractor, an agency, or a personal account nobody can reach. Confirm control, not just ownership on paper.

Section 5: TikTok Shop Due Diligence (Checks 37-43)

If the business sells on TikTok Shop, none of the above covers it, and almost nothing published on FBA diligence goes here. We've launched 50+ brands on the TikTok Shop side, and this is where deals get misread.

#	Check and what to request	Fails if
37	Creator and affiliate concentration. Pull GMV by creator for 12 months.	The top three creators drive more than 50% of GMV. That is the TikTok version of SKU concentration and it is more fragile, because a creator can stop posting tomorrow for reasons that have nothing to do with your product.
38	Whether the affiliate roster transfers	The creator relationships are personal to the seller, unpaid, or based on handshake arrangements with nothing recorded in the shop. Affiliate arrangements live in the shop. Loyalty lives with whoever built the relationship. Ask directly what happens to the top ten creators after close, and get the answer in writing.
39	GMV paid dependency. Split GMV into paid, affiliate, and organic.	More than 60% is paid-driven. A shop whose GMV stops when the ad budget stops is a media buy with a storefront attached.
40	Content asset ownership	The videos driving sales were made by creators under arrangements that do not license the content to the business. You can buy a shop and discover you own none of the content that was selling the product.
41	Shop account health and violation history. Request the violation record and any shop suspensions.	There are unresolved violations, or a suspension the seller did not surface before you asked.
42	TikTok Shop unit economics after real fees. Rebuild contribution margin using the actual take rate: referral fees of 2-8% by category plus the affiliate commission the shop actually pays, typically 10-20%.	The seller modeled margin on the referral fee alone. The real blended take rate lands at 20-35%, not the headline number. Full math is in TikTok Shop fees 2026.
43	Live selling dependency	A meaningful share of GMV comes from live sessions the owner personally hosts. That is owner dependency wearing a different outfit, and it does not transfer.

The Red Flag Scorecard

Count your fails across all 43 checks.

Three or more and you walk.

That is the same bar I run on the five-number pre-call check in what I look for when acquiring an e-commerce business, and it does not get more generous because you are 40 days into diligence with real time sunk into the deal. Sunk cost is the most expensive bias in acquisitions. This threshold exists to override it.

Most listings fail more than three. That is the checklist working, not the checklist being harsh. I have passed on the large majority of the 50+ businesses I have reviewed and never regretted a pass.

One note on scoring. A fail is not automatically a walk if it is a fail you already priced. Aged inventory at 25% is a fail, and it is also a line item you deduct from the offer. Write down which fails are price adjustments and which are structural. Structural ones do not have a price.

Checks 22 and 23 are the structural ones. If the deal is an account transfer, or if there is financing pledged against Amazon disbursements, the answer is not a lower number. The answer is a different deal structure, or no deal.

What This Checklist Will Not Catch

It will not tell you whether the price is right. Every check here is a risk question. The multiple you should actually pay depends on channel mix and owner dependency in ways this list surfaces but does not price. Amazon FBA business valuation covers where multiples sit in 2026.

It will not benchmark the account against comparables. Whether a 28% gross margin is strong or weak depends entirely on category. That read comes from having seen a lot of accounts in the same category, which is what we do across the Amazon accounts we manage, not from a checklist.

And it will not replace a lawyer on the purchase agreement or an accountant on the reconciliation. Run the 43 checks yourself so you know what you are buying, then bring professionals in on the two places where being wrong is expensive and irreversible.

The Bottom Line

Forty-three checks, five sections, one threshold: three fails and you walk. The checks are not exotic. What makes them work is writing the threshold down first, then honoring it when the seller's number comes back on the wrong side of it.

The two nobody's list had before August are the BSA gates. Verify you are buying an entity and its assets, not an account. Verify no lender has a claim on the Amazon payout stream. Both are structural, both are recent, and both tend to surface at close rather than at first look if nobody asks early.

Download the 43-check due diligence checklist as a PDF. Printable, with pass/fail and notes columns on every check and the scorecard on the final page. No email required.

If you are on the other side of this and getting ready to sell, the same list is your prep list. Every check here is one a buyer will run on you, and the ones you fix before you list do not become price reductions later. Start with selling your business.

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Related posts:

• Acquire an E-Commerce Business in 2026: The 50-Deal Filter. The hub for this cluster: how a listing gets screened before the first call.
• What I Look For When Acquiring an E-commerce Business. The five numbers and the three-fail threshold this scorecard inherits.
• Amazon Business Solutions Agreement 2026: The 2 New Bans. The detail behind checks 22 and 23.
• SDE vs EBITDA for E-commerce. Which number the seller is quoting and which one you should underwrite.
• Amazon FBA Business Valuation. What the risks on this list actually do to the multiple.
• TikTok Shop Fees 2026. The real take rate behind check 42.

Frequently asked questions