1. Financials and taxes
Collect the requested annual financials, filed returns and current monthly statements. Identify the entity, accounting basis and cutoff date. Keep any accountant-proposed adjustments separate from the original records.
THE SELLER’S RECORDS GUIDE
Restaurant sale
due diligence checklist.
Start with the buyer’s actual request. Collect the supporting records, compare the figures and keep unanswered questions visible.
Download the blank records tracker (CSV) →What should a restaurant seller prepare?
Begin with monthly financial statements, filed tax records, POS reports, bank and processor statements, payroll summaries, the lease and amendments, equipment information and relevant operating records. Index each file by entity, period and source. Confirm the requested periods and review responsibilities with the buyer and your advisers.
A folder full of documents is only the start. A useful packet shows which figures agree, what explains the differences and which questions remain open.
Six groups of records to organize
2. Sales and deposits
Gather POS sales, refunds, payment mix, processor settlements and bank statements for matching periods. Identify tips, sales tax, gift cards, delivery platforms and settlement timing before comparing totals.
3. Payroll and staffing
Organize payroll summaries, role coverage and relevant employment records. Agree what personal information reviewers need and who may access it. A missing report stays missing until the source is obtained.
4. Lease and premises
Index the signed lease, amendments, relevant landlord correspondence and requested premises records. Your attorney and broker assess transfer requirements, obligations and the transaction’s effect on occupancy.
5. Equipment and operations
List equipment and available ownership, lease or finance records. Collect requested vendor agreements, service contracts, permits and inspection records. Mark availability and let the relevant adviser assess legal status or transferability.
6. Requests and exceptions
Track the request, source file, period, person responsible and next action. Distinguish collected, prepared for review, missing and resolved. Name the reviewer and supporting evidence before marking an issue resolved.
Why POS sales and bank deposits differ
Sales measure business activity; deposits reflect payments settling into an account. Tips, tax, fees, refunds, cash, delivery-platform payments and timing can change the comparison. First establish what each report includes. Do not change a number simply to make two reports agree.
Here is June from our fictional sample. Its processor withholds card tips before paying the restaurant. That is a stated assumption for this example; your processor may handle tips differently.
| Card collections, including tips and tax | $101,000 |
|---|---|
| Less card refunds | −$1,400 |
| Less processor fees | −$2,750 |
| Less tips withheld by this processor | −$13,800 |
| Expected card settlement | $83,050 |
| Identified processor deposits | $82,550 |
| Unexplained difference — still open | $500 |
This checks card settlement, not total sales. Cash is outside this comparison, and the sample’s processor does not withhold sales tax. Next, request settlement batches and cutoff detail; do not assume timing explains the gap. A separate books-to-sales difference is $300, and May’s payroll report is absent.
Follow the fictional source files and workpapers →Make the data room easy to review
- Keep originals. Separate source documents from calculations and draft explanations.
- Use consistent names. For example: entity / record type / year-month / version.
- Maintain an index. Link each request to its supporting file and reporting period.
- Confirm access. Confirm confidentiality, authorized recipients and appropriate redactions before sharing records.
- Record decisions. Keep unresolved issues visible and identify who approved each final treatment.
Use your agreed secure workspace for real documents. Our downloadable example is entirely fictional and is not an upload portal.
Common preparation questions
How many years of records do I need?
The transaction’s request list controls. Buyers may request multiple years of annual records plus recent monthly detail. AIRG’s starting full preparation scope allows up to three years of available annual records and 24 months of monthly control comparisons; confirm your actual needs before commissioning work.
Can AI prepare the data room?
AI can help extract, sort, compare and draft. People still verify the sources and calculations. Your accountant decides accounting treatments; your attorney interprets legal documents. A polished file does not prove that its contents are complete or correct.
What if the restaurant needs operating improvements?
Separate evidence gaps from operating problems. Organizing payroll records is preparation; changing staffing, food cost or reporting routines is a different project. Operating consulting can be scoped with the owner when the problem warrants it.
What does AIRG’s preparation cost?
Full preparation starts at $15,000, including a $3,000 readiness map. A smaller active buyer-request list can be scoped directly. Fees pay for agreed work whether or not the sale closes. See the preparation scope and payment milestones; professional adviser fees are separate.
Have a request list already?
Tell us what needs preparing and the deadline. We’ll confirm fit, records and delivery capacity before committing.
Discuss your preparationAIRG provides preparation, not valuation, buyer sourcing, listing, negotiation or brokerage representation.
Experience and further reading
Seamus drove the preparation and buyer data room for his own restaurant sale in 2026. This guide describes a practical records workflow, not a universal legal or accounting checklist.
For another restaurant-industry perspective, see We Sell Restaurants on what buyers examine during diligence (December 18, 2025) and keeping diligence requests proportionate (June 25, 2026).