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Freight company sale readiness checklists

Buyers form a view of your business in the first two weeks of diligence, and that view comes from documents. These are the records a buyer asks a freight brokerage, trucking company, warehouse or 3PL, or freight forwarder to produce, and what a clean data room contains. Four versions, one for each business type, each with a scoring tracker that tells you how ready you actually are.

Choose your business type

Freight brokerage

98 checkpoints

Carrier and compliance records: broker-carrier agreements, qualification files, COI monitoring, claims history, carrier concentration.

Checklist PDFScoring tracker (Excel)

Trucking company

114 checkpoints

Fleet, safety and drivers: unit-level fleet list, maintenance cost per mile, CSA scores, driver pay and turnover, owner-operator classification.

Checklist PDFScoring tracker (Excel)

Warehouse and 3PL

104 checkpoints

Facilities, inventory and labor: leases and make-good obligations, clear height and dock doors, inventory accuracy, labor model and turnover.

Checklist PDFScoring tracker (Excel)

Freight forwarding and customs brokerage

111 checkpoints

Licensing, customs compliance and trade operations: customs broker licence, OTI and NVOCC, FMC and surety bonds, IATA, duty and disbursement exposure.

Checklist PDFScoring tracker (Excel)

No email required. The tracker scores itself as you fill it in. Deal structure, valuation and tax treatment are separate decisions and are not covered here.

What is inside each checklist

Every version carries the same seven core sections plus one section built for your business. Between 98 and 114 checkpoints depending on which you download, each with a rough lead time so you know what to start first.

Financial records

Monthly statements, ledgers, reconciliations, and agings that a buyer reconciles against your tax returns.

EBITDA normalization

The add-back schedule, and the documentation that keeps each add-back inside the number.

Revenue quality

Concentration, contract mix, customer tenure, and whether billed revenue traces to load-level records.

Carrier and compliance

Broker-carrier agreements, qualification files, COI monitoring, claims, and authority history.

Working capital

DSO and DPO trends, factoring terms, and how the working capital peg ends up being set.

Operations and people

Systems, data export, documented procedures, and where key person risk actually sits.

Corporate records

Formation documents, ownership history, material contracts, and litigation history.

Twelve deal slowdowns

The findings that most often stall a freight transaction, and the reason diligence runs long.

Data room structure

How to organise the room so a buyer can find things without having to ask you.

Twelve findings that slow a deal down

Diligence rarely stalls on the headline numbers. It stalls on findings, and every one of these is found by a buyer rather than disclosed by a seller. Each one costs time, and time costs price.

  • Books kept on a cash basis, when buyers work in accrual
  • Add-backs with no source document behind them
  • Revenue reported gross in one document and net in another
  • Revenue concentration disclosed in week four instead of week one
  • AR aging that deteriorates the moment it is examined
  • Personal and business expenses commingled in the books
  • Intercompany balances that do not net to zero
  • Change of control clauses in customer contracts, found after the LOI is signed
  • The same EBITDA figure appearing three different ways in three documents
  • Customer relationships held by one person, with nothing written down
  • Missing POD and accessorial documentation
  • Incomplete carrier compliance files

How ready are you? Score it before a buyer does

Mark every line Have, Part, Miss or not applicable. Part means the record exists but not yet in a form a buyer will accept. Count the lines marked Have, divide by the lines that apply to your business, and read across. The Excel tracker runs this calculation for you and breaks it down by section.

Under 60 percentYou are not ready to open a room. Expect diligence to find the gaps and reprice around them.
60 to 85 percentWorkable. Plan for a longer diligence period and be ready to defend the gaps before they are found.
Over 85 percentYou can open a room and hold your number.

The consistency check before the room opens

Run these five before anyone gets access. Inconsistency between documents does more damage to your credibility than a weak number does.

  • Revenue for each year is identical in the P&L, the customer schedule and any marketing material.
  • Adjusted EBITDA is identical everywhere it appears.
  • Volume counts reconcile between the operating export and the revenue schedule.
  • Accounts receivable (AR) on the balance sheet ties to the aging total for the same date.
  • Headcount matches across the org chart, the payroll register and the information memorandum.

Start with the long-lead items

Every line carries a rough lead time: about a week, about a month, or about a quarter. Bank reconciliations, borrowing base history and documented procedures are quarter-length work. Start those first and the rest fits around them. The tracker sorts your outstanding lines by lead time so you know what to begin on Monday.

The seven sections in every checklist

These seven sections appear in all four checklists. Counts shown are from the freight brokerage version; the other three carry the same sections with wording adjusted to the business.

Financial records

Buyers reconcile these against your tax returns before they ask a single question. Cash-basis books get converted to accrual during diligence, and the conversion is where surprises appear.

21 checkpoints. Open the list
  • Profit and loss statements, monthly, trailing 36 months
  • Trailing twelve months and current year to date, on the same basis
  • Balance sheets, monthly, same period
  • Cash flow statements, same period
  • Trial balance and general ledger export per year, native format
  • Bank statements for every account, with completed reconciliations
  • Credit card statements and reconciliations
  • Revenue reported gross and net, with the recognition policy stated in writing
  • Evidence the gross versus net treatment was applied consistently across all three years
  • Revenue by customer for each of the last three years
  • Gross margin by customer, and by lane if your system carries it
  • AR aging as of each month end, not only the current one
  • Accounts payable aging on the same basis
  • Fixed asset register with depreciation schedules
  • Debt schedule: every loan, line of credit, equipment note, with terms
  • Personal guarantees on any debt, lease or line, listed with the obligation each secures
  • Related-party transactions, listed and explained
  • Related-party leases with rent stated against market
  • Intercompany balances and eliminations if you run multiple entities
  • Payroll registers and payroll tax filings
  • Sales, use and state or provincial tax filings, with nexus positions noted

EBITDA normalization

Every add-back needs a source document behind it. Add-backs a buyer cannot trace get removed from the number, and the number is what the multiple applies to.

10 checkpoints. Open the list
  • Written add-back schedule, line by line, for each of the last three years
  • A source document behind every add-back
  • Owner compensation stated separately, with the replacement assumption written out
  • Personal expenses itemized rather than lumped together
  • One-time items identified, with evidence they were one-time
  • Discontinued customers or lanes shown separately
  • A reconciliation from net income to adjusted EBITDA a stranger can follow
  • A reconciliation from gross revenue to net revenue to adjusted EBITDA
  • Pro forma effect of any pricing or cost change made mid-period, quantified
  • Government relief funds, wage subsidies and credits identified and excluded

Revenue quality and customer concentration

Concentration, contract mix, tenure, and whether billed revenue traces back to load-level records. Concentration disclosed late reads as concealment.

15 checkpoints. Open the list
  • Load-level export: volume, revenue, carrier cost, margin per load, three years
  • Revenue share of your top 5 and top 10 customers, all three years
  • Customer tenure and volume trend for each major account
  • Contract versus spot mix, with the contracts on file
  • Signed customer agreements, rate agreements, volume commitments
  • Change of control and assignment clauses in customer agreements, listed separately
  • Term, renewal and notice provisions summarized: evergreen, fixed, or terminable on notice
  • Upcoming RFP and bid calendar for the next twelve months
  • Bid award history: what you won, lost and held, with pricing
  • Customer churn history: who left, when, and why
  • Accessorial capture rate and its trend
  • Credit memo and rebill history
  • Disputed and written-off invoices, last three years
  • Unbilled or work-in-process at each period end
  • Backlog or committed volume as of the most recent month end

Working capital and cash conversion

DSO and DPO trends decide where the working capital peg is set, and the peg moves real money at closing.

8 checkpoints. Open the list
  • DSO by month for three years, with the calculation method stated
  • Days payable outstanding on the same basis
  • Factoring arrangements: receivables sold, advance rate, terms, fee history
  • Borrowing base certificates and covenant compliance history
  • Aged credits, unapplied cash and customer prepayments sitting on the AR ledger
  • Seasonality analysis so the peg is not set on an unrepresentative month
  • A written, consistently applied working capital definition
  • Claims and bad debt reserve policy, with how it was applied in each year

Operations, systems and people

Systems, data export, documented procedures, and where key person risk actually sits. If the customer relationships live in one head, that is a discount.

15 checkpoints. Open the list
  • Systems and data: Systems inventory: operating platform, accounting software, operational data stores
  • Systems and data: Proof you can export your own data in full, without vendor help
  • Systems and data: Software licence terms, and whether each transfers on a change of control
  • Systems and data: Ownership of any custom code, integrations, dashboards and scripts
  • Systems and data: Domain names, email domains, phone numbers and platform accounts, with registrant detail
  • Systems and data: Documented procedures for billing, collections and onboarding
  • Systems and data: Cyber incident, fraud and data loss history, and what changed after each
  • People: Organization chart with roles and responsibilities
  • People: Employment and contractor agreements, and any non-competes or non-solicits
  • People: Worker classification: contractor versus employee, and any exposure that creates
  • People: Compensation detail including commission structures
  • People: Sales agent agreements, commission splits, and who owns the customer contractually
  • People: Key person analysis: which relationships and knowledge sit with one person
  • People: Customer relationship ownership: who the customer actually calls
  • People: Retention or stay arrangements planned for key staff through close

Corporate records

Formation documents, ownership history, material contracts, and the consents a change of control will require.

10 checkpoints. Open the list
  • Formation documents and amendments, per entity
  • Ownership and capitalization records, including past transfers
  • Operating or shareholder agreements
  • Board and member consents and minutes
  • Material contracts: leases, equipment, software, financing
  • Litigation history, open and closed, with counsel summaries
  • Insurance policies in force, with limits, deductibles and named insureds
  • Five years of loss runs from every carrier
  • Regulatory correspondence, audits and findings
  • Entity good standing and annual filings current, per jurisdiction

Cross-border records, Canada and United States

For anyone moving freight across the border: customs relationships, CARM status, currency exposure, and payroll obligations in both countries.

8 checkpoints. Open the list
  • Customs broker relationships and agreements
  • PARS and PAPS process documentation, with shipment volumes by direction
  • ACE and ACI eManifest compliance history, including rejects and penalties
  • CARM registration status and posted financial security
  • Duty, tax and disbursement handling, and who carries the exposure
  • FX policy and currency exposure on CAD and USD receivables
  • How the books translate currency, applied consistently across the period
  • Cross-border revenue and margin stated separately from domestic

The section that changes with your business

One section changes completely depending on what you run. This is the part a generic diligence checklist does not have.

Carrier and compliance records

Freight brokerage

11 checkpoints. Open the list
  • Broker-carrier agreements for every carrier moving volume
  • Carrier qualification files: operating authority, insurance certificates, W-9
  • COI tracking records showing monitoring, not just collection
  • Carrier concentration: top 10 carriers by spend, three years
  • Carrier payment terms, and quick-pay terms if you run one
  • Open cargo claims, and claim history with outcomes
  • Any double-brokering or fraud incidents, and what changed after
  • Surety bond history, including any claims made against it
  • Operating authority status and history per entity
  • Contingent cargo and errors and omissions policies, with limits
  • Written carrier vetting procedure, and evidence it was actually followed

Fleet, safety and drivers

Trucking company

25 checkpoints. Open the list
  • Fleet: Fleet list by unit: year, make, model, VIN, mileage or engine hours
  • Fleet: Owned, leased or financed status per unit, with payoffs, balloons and residuals
  • Fleet: Average fleet age and remaining useful life
  • Fleet: Capex history and the replacement schedule for the next three years
  • Fleet: Maintenance cost per mile by year, and maintenance records per unit
  • Fleet: Trailer to tractor ratio, and drop trailer pools sitting at customer sites
  • Fleet: Owned real estate: terminals, yards and shop, with appraisals if available
  • Safety: Safety rating and compliance review history
  • Safety: CSA BASIC scores by category, with trend over three years
  • Safety: Out of service rates measured against the national average
  • Safety: DOT recordable accident history, with reserves set against each
  • Safety: Drug and alcohol testing program and Clearinghouse query records
  • Safety: Auto liability limits, deductible or SIR, and five years of loss runs
  • Drivers: Driver qualification files: licence, MVR, medical certificates
  • Drivers: ELD and hours of service records, with violation history
  • Drivers: Driver count, turnover rate and pay structure, three years
  • Drivers: Company driver versus owner-operator mix
  • Drivers: Owner-operator agreements, lease-purchase terms, and classification exposure
  • Drivers: Workers compensation experience modifier, three years
  • Regulatory and cost: IRP, IFTA, UCR and state or provincial permits, with filings current
  • Regulatory and cost: Fuel surcharge program mechanics and the actual recovery rate achieved
  • Regulatory and cost: Fuel card records and fuel cost per mile
  • Utilization: Revenue per truck per week, three years
  • Utilization: Miles per truck, deadhead percentage, revenue per loaded mile
  • Utilization: Unseated truck count by month

Facilities, inventory and labor

Warehouse and 3PL

24 checkpoints. Open the list
  • Facilities: Lease per facility: remaining term, renewal options, escalations, expansion rights
  • Facilities: Restoration and make-good obligations at lease end, quantified
  • Facilities: If the building is owner-owned, the lease terms with rent stated against market
  • Facilities: Square footage, clear height, dock doors and rack positions per site
  • Facilities: Racking and material handling equipment: owned or leased, condition, capex plan
  • Facilities: Fire suppression rating measured against the commodities actually stored
  • Facilities: Occupancy certificates and municipal compliance per site
  • Facilities: Environmental: Phase I assessment and any contamination history
  • Customers and revenue: Customer storage agreements: rate basis, minimums, term and notice periods
  • Customers and revenue: Storage versus handling revenue split, three years
  • Customers and revenue: Occupancy and utilization by month for three years, with seasonality
  • Customers and revenue: Cost per pallet position and per unit handled
  • Inventory and risk: Inventory accuracy and cycle count records
  • Inventory and risk: Shrink and damage history, with root cause notes
  • Inventory and risk: Customer-owned inventory reconciled to warehouse receipts
  • Inventory and risk: UCC or PPSA filings registered against stored goods
  • Inventory and risk: Warehouse legal liability and bailee coverage, with limits
  • Labor: Direct versus agency labor split, and the agency contracts themselves
  • Labor: Turnover rate and workers compensation experience modifier
  • Labor: Union status and any collective agreements, with expiry dates
  • Labor: Labor cost per unit handled, three years
  • Certifications: Food grade, AIB or SQF, hazmat, C-TPAT or PIP, as applicable
  • Certifications: Bonded or sufferance warehouse status, with licence and bond
  • Certifications: Audit history and findings for every certification held

Licensing, customs compliance and trade operations

Freight forwarding and customs brokerage

23 checkpoints. Open the list
  • Licensing and bonds: Customs broker licence per jurisdiction, and the qualifying individual on record
  • Licensing and bonds: OTI licence, NVOCC and ocean freight forwarder, with FMC bond
  • Licensing and bonds: IATA accreditation and CASS participation
  • Licensing and bonds: Surety bonds: customs, international carrier, and single transaction bond history
  • Licensing and bonds: Operating authority per entity and per jurisdiction
  • Customs compliance: Entry accuracy: error and correction rate, three years
  • Customs compliance: Post-entry amendments, prior disclosures, and their outcomes
  • Customs compliance: Duty and tax handling: whose money it is, how it is held, how often reconciled
  • Customs compliance: CARM registration and posted financial security, per importer served
  • Customs compliance: Denied party and sanctions screening procedure, with evidence it runs
  • Customs compliance: Classification and valuation practices, and any binding rulings held
  • Customs compliance: AEO, C-TPAT or PIP status, with audit findings
  • Customs compliance: Customs audits, penalties and notices, with outcomes
  • Trade operations: Powers of attorney on file per importer, current and signed
  • Trade operations: Importer of record arrangements, and where the liability actually sits
  • Trade operations: Bond sufficiency reviews against the volumes handled
  • Trade operations: Cargo insurance and errors and omissions policies, with limits
  • Agents and networks: Overseas agent agreements, and network memberships with their obligations
  • Agents and networks: Agent balances outstanding, aged, with any reserve applied
  • Agents and networks: Co-loader and carrier contracts, rate agreements and space commitments
  • Volume and mix: File-level export: shipment, mode, revenue, direct cost, net revenue per file
  • Volume and mix: Volume by mode: air, ocean FCL, ocean LCL, ground, customs entries only
  • Volume and mix: Revenue by trade lane and by direction, three years

Prefer the records kept this way year round?

ClearLane runs billing, accounts receivable (AR), and bookkeeping as a dedicated team, and prepares owner, lender, and transaction reporting on your cadence. Most of this checklist becomes a byproduct of that work rather than a project.

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Frequently asked questions

When should a freight company start getting records ready for a sale?

Twelve to eighteen months ahead is realistic, because buyers examine three years of history and the earlier years cannot be changed retroactively. The practical starting point is closing each month on a fixed date and keeping the records underneath to a standard someone outside the business can follow.

Monthly financial statements reconciled to tax returns, the EBITDA normalization schedule with documentation behind each add-back, and revenue quality: customer concentration, contract versus spot mix, and whether billed revenue traces to load-level records.

No. Valuation, deal structuring, tax planning, and legal work stay with your M&A advisor, CPA, and counsel. ClearLane prepares the records and reporting those advisors work from, including per-entity and combined statements, AR aging, and documented normalization schedules.

Most buyers work in accrual, so a cash-basis history usually has to be converted. Doing that for three years under deadline is where restatements and delays come from, which is the main argument for starting well before you go to market.

Pick the one that matches how you make money. All four share the same seven core sections. The difference is the section built for your business: carrier and compliance records for a brokerage, fleet, safety and drivers for a trucking company, facilities, inventory and labor for a warehouse or 3PL, and licensing, customs compliance and trade operations for a forwarder or customs broker. If you run more than one of these, download both and work them side by side.

Buyers ask for statements per entity and combined, with intercompany balances that net to zero and related-party leases stated against market rent. The financial records section covers all three. Multi-entity groups usually need the longest lead time, so start there.

Yes. The same list works as a request list. If a seller cannot produce a line, that is either a negotiating point or a reason to look harder before you sign anything.