Questions to ask the seller of a business: get the answers in writing and keep them next to the listing
By Grig Kochedykov · . Product facts reviewed against our live extension, My list and pricing pages on 29 October 2026. Court decision read on dgsi.pt on 29 October 2026.
Take your first questions from what the listing leaves out. Ask them in writing, and keep every answer next to the listing it belongs to. When a figure changes or a promise slips, you then have the seller's words and the date.
Add one thing no listing asks you: the condition that decides the deal for you. Write it down and send it. A court case from Portugal, below, shows why.
Where your questions come from
Start from the listing, not from a long list found online. Open the listing on your computer and press “Download PDF” in the small box our extension shows on the page. The report has the same 12 lines for every listing, from the legal name and tax number to what exactly is for sale. "Then the lines the page does not say, as one list: what to ask the seller about."
So your first questions are written for you. In a real restaurant listing in Canada, seven of the nine lines from the price down said "not stated": the rent, the lease, revenue, profit, the documents behind the figures, staff, and licences and permits. That is seven questions before the first call.
Our due diligence guide has a longer list of questions to ask when buying a business. Use it after the gaps in the listing, not instead of them.
Where to keep the answers
For each business, keep three things side by side.
| What | Where it sits | Why it helps |
|---|---|---|
| The listing | My list: its link, the site, the price and the town. One click reopens the listing. Sign in on your phone, and the same list is there. | You find the business again in seconds, whichever site it was on. |
| What the listing said, and when | The PDF report. "At the top: the listing’s name, a link back to it and the date." "The file is named after the site and the date, so your reports sort themselves." | If the price or the revenue changes later, you have what was written. |
| Your questions and the seller's answers | One email thread per business, named like the business in your list, for example "Restaurant, town, price". | Each answer keeps its date and who sent it. |
My list keeps the listing. The conversation lives in your email, so give the thread the same name as the listing. Then a few habits keep it in order:
- One business, one thread. Never mix two businesses in one message.
- After every call, write it down the same day. Send a short message: "To confirm what you told me today: …". Ask the seller to correct anything that is wrong.
- Keep the papers in the same thread. The lease, the tax returns, the accounts the company filed: whatever the seller sends goes where the answers are.
- Note the date you asked. Note which answers come quickly and which keep being put off.
- Rule a business out, and remove it. One press takes it off your list. Your email thread stays where it is.
A real case: the condition the buyer had stated (Portugal, 2001)
This case comes from a published judgment of the Court of Appeal of Porto, 2 April 2001, case 0150272. The published text blanks out the parties' names.
A buyer took over a restaurant by trespasse, the Portuguese word for selling a running business as a whole. The restaurant had been closed for about a year because of money troubles. The sale went through an estate agency.
From the start of the talks, the buyer said they would buy only if the restaurant was completely clear of any debt or charge. The court found that this was expressly passed on to the seller, both by the agency and by the buyer. The seller did not tell the buyer about the debts that were pending.
After the sale, the buyer learned that two of the restaurant's assets had been seized for debts in an enforcement case. A seizure is a court order that holds an asset for a creditor. The day after the sale, the seller's old creditors began turning up at the restaurant, asking to be paid for supplies delivered to it.
The first court ruled for the seller. It saw no duty to tell the buyer about the debts, and it said that in this kind of sale the old debts were not the buyer's to fear. The Court of Appeal reversed that. It annulled the sale for error, under articles 247 and 251 of the Portuguese Civil Code: the buyer had been wrong about something decisive, and the seller knew it was decisive. The duty to tell came from good faith during negotiations, under article 227(1).
The seller had to give back the 3.5 million escudos paid in cash and the two cheques for the other 10 million, or their amount, with interest from the day the seller was served with the lawsuit (the summons). The buyer had to give the restaurant back. The 13.5 million escudos come to about €67,300 at the fixed rate of 200.482 escudos to the euro (our sum).
The appeal court did not decide the case on whether the seller lied. It decided it on this: the seller knew what mattered to the buyer. The judgment, quoting a legal textbook, notes that as a rule this knowledge comes from an express statement, though it can also come from the circumstances.
Our reading: in this case the agency and the buyer had both told the seller. A sentence in your own email can show the same thing, and it carries its own date. But it took a lawsuit and an appeal, more than two years after the seller was summoned in February 1999, to reach this judgment. Finding the seizure before paying costs less than undoing a sale.
One judgment, from one country and one year, does not tell you how a court would decide your case. Rules on what a seller must disclose differ from country to country. This is general information, not legal advice.
A message you can copy
Thank you for the details. Before we go further, could you answer these in writing? 1. [One question for each line the report marks "not stated".] 2. Is there any loan, lien or seizure on the business or its equipment? 3. What is the legal name of the business, and its registration or tax number? One point decides it for me: I will buy only if the business is clear of any debt or charge that could pass to me. If that is not so, please tell me before we go further.
A lien is a lender's recorded claim on an asset, such as equipment bought on credit. The registration or tax number is the number the business is recorded under; its name differs from country to country.
What written answers do not do
A written answer shows what the seller claims. It is not a check, and a seller can be wrong or leave things out. Public records and the rules of the place where the business is answer part of these questions: who is recorded as the owner, which debts are recorded, and which rules decide whether the lease and the permits pass. The rest, such as the terms of the lease, the landlord's consent and the seller's other contracts, is in the seller's papers or with the landlord.
Your next three steps
- The extension. "The extension works in Chrome or Edge on a computer." Add to Chrome — free or Add to Edge — free. More on our extension page.
- Your account. "Saving a listing takes a My list account. In it, the listings you save from different sites sit in one place." "Sign in to it on your phone, and the same list is there." Create my account.
- The check, before the deposit. "€550: from the public records, which debts can follow the business under the rules that apply where it is, and what decides whether the permit and lease pass to you". It also gives you "the questions to ask, word for word, in the language of the country of the business." Start for €550. The €950 report adds "Every claim about money the seller made and you passed to us, next to the document and the gap": your email thread is where those claims sit. Start for €950. "We do not contact the seller." "You pay only if we take it on."
Sources
- Tribunal da Relação do Porto, judgment of 2 April 2001, case 0150272 (dgsi.pt) (retrieved 29 October 2026)
- European Central Bank, Introduction of the euro (fixed conversion rates) (retrieved 29 October 2026)
- Provenance Diligence, Free extension (retrieved 29 October 2026)
- Provenance Diligence, My list (retrieved 29 October 2026)
- Provenance Diligence, Pricing (retrieved 29 October 2026)
- Provenance Diligence, Due diligence when buying a small business (retrieved 29 October 2026)
- Provenance Diligence blog, Save a business listing before you call the seller (the restaurant listing in Canada) (retrieved 29 October 2026)