Med spa buyer due-diligence request list: documents and review questions

A med spa diligence request list should specify the evidence, period, purpose, authorized access, and reviewer for each item. Request records that test earnings, lawful operations, provider continuity, patient obligations, equipment, contracts, and funding. Track unresolved questions and their business consequence rather than treating file receipt as completed diligence.

How should the buyer issue and maintain requests?

Use an agreed authorized channel and a numbered tracker. Each request should identify the document, reporting period, entity, format, purpose, reviewer, sensitivity, and due date. Ask the seller to explain unavailable items and alternatives rather than guessing what a missing file means.

Maintain separate statuses for requested, received, reviewed, and resolved. Receipt does not establish authenticity, completeness, current relevance, or acceptable risk. A buyer should understand what the evidence shows and which assumptions remain untested before marking an issue complete.

Coordinate the accountant, healthcare counsel, lender, operational reviewers, and technical specialists. Avoid duplicate requests that create extra work without new information. If a transaction uses SBA financing, confirm the applicable category and lender-directed process under the current October 2026 SBA SOP 50 10 8.1 updates rather than relying on a generic historical checklist.

Which ownership and clinical records should be requested?

1. Request entity and authority records. Obtain governing documents, ownership, approvals, management agreements, related-party arrangements, and a chart identifying assets and responsibilities. Ask which entities and interests are included, which remain, and who can authorize the transaction.
2. Request the professional operating file. Include provider licenses, oversight and delegation arrangements, medical director terms where applicable, insurance, and relevant correspondence. Healthcare counsel should compare the records with actual services and daily authority. The California Medical Board’s corporate-practice guidance illustrates why a contract label alone does not settle professional control in that jurisdiction.

Identify changes required for the proposed buyer and state. The purchaser should not assume every existing arrangement transfers or remains suitable after the seller’s professional role changes.

Which financial and cash records support the earnings review?

3. Request consistent financial periods. Obtain monthly income statements, balance sheets, general ledger, tax filings, payroll, and current interim results with comparable prior periods. Ask for the accounting basis and explanations of unusual items. The lender and accountant may require additional documents or prescribed periods.
4. Request a cash and revenue bridge. Include bank statements, merchant settlements, refunds, financing-company receipts where applicable, package sales, membership collections, and completed-service reports. Reconcile timing rather than assuming every deposit is current earned revenue or every operating report shows collected cash.

Ask the seller to document each proposed add-back and the cost of replacing owner work. Keep favorable and unfavorable normalization in the same schedule. A buyer should be able to trace the final earnings figure back to source records without relying on an unexplained spreadsheet total.

Which provider and membership data should be requested?

5. Request provider-level operating reports. Include production, collected revenue where available, hours, schedules, compensation, employment terms, patient return patterns, and owner duties. Explain attribution rules and periods. Identify capacity and retention dependencies rather than using headcount as a substitute for continuity.
6. Request membership and prepaid-service schedules. Obtain contract versions, opening members, joins, cancellations, pauses, failed payments, refunds, credits issued, redemptions, and ending balances. Reconcile the ledger to accounts and clarify where benefits may be used.

Use protected, proportionate data appropriate to the stage. Early analysis can often begin with aggregates. The buyer needs enough evidence to test economics and obligations, but should not request identifiable patient material merely because a more detailed export is technically easy to produce.

Which devices and product records belong in the file?

7. Request the asset and device file. Include model, serial number, title, acquisition records, debt, leases, service agreements, repair history, software rights, consumable requirements, and utilization. Identify what changes with ownership and which vendor confirmations are needed.
8. Request legitimate purchasing evidence. Obtain supplier records, invoices, inventory controls, and appropriate product documentation. The FDA’s counterfeit Botox alert supports checking supply authenticity rather than accepting unusually low product cost as a durable margin advantage without verification.

Ask qualified specialists to review condition, support, and clinical suitability where needed. A buyer should distinguish accounting value, useful operating value, replacement spending, and liabilities. An equipment invoice alone does not answer all four questions, and a lower purchase price does not remedy every sourcing or safety concern.

Which contracts, people, and obligations need review?

9. Request material contracts. Include lease and amendments, vendor and software arrangements, financing, guarantees, equipment service, marketing, employment, and professional agreements. Record the legal party, term, renewal, consent, assignment, and change-of-control provisions for counsel’s review.
10. Request people and exposure records. Include organization, duties, compensation, accrued obligations, insurance, claims, complaints, disputes, and relevant regulatory correspondence through an appropriate process. Counsel should determine what is material and how sensitive information is disclosed.

Distinguish a list of documents from a contract matrix. The latter should show the action required before closing and the responsible person. A lease or provider agreement can be present in the folder while still requiring consent, replacement, or clarification for the intended buyer.

How should privacy and transition access be requested?

11. Request the data-responsibility map. Identify systems, record custodians, vendors, administrative and clinical access, retention, backups, and offboarding. The HIPAA definitions in 45 CFR 160.103 provide a classification starting point. Have counsel determine actual access, disclosure, custody, and security obligations.
12. Request a first-day continuity plan. Show payroll, purchasing, scheduling, clinical leadership, records access, memberships, refunds, device support, and the seller’s transition duties. Identify who can perform each task and the cost or consent required.

Do not rely on shared personal credentials as the operating handover. Test authorized access and account ownership before removing the seller. The buyer should understand what can be independently operated at closing and what requires a documented, time-limited transition service.

How should contradictory evidence be resolved?

Use an issues table rather than silently choosing the favorable report. An unexplained difference can have a legitimate timing reason, indicate a reporting defect, or reveal a material economic issue. The reviewer needs evidence distinguishing those possibilities.

For an illustrative bridge, $190,000 reported collections less $12,000 timing difference and $8,000 refunds equals $170,000 for the defined reconciled period. These are teaching inputs, not an accounting policy. The actual bridge must explain the direction and treatment of every adjustment.

What should the final buyer review establish?

Summarize confirmed facts, material findings, limitations, required actions, and conditions. Ask each specialist to identify the unresolved matters within their scope. A diligence file is useful when it supports a clear decision, not when it merely contains a large number of documents.

Use the buyer hub, valuation hub, operations guide, and seller perspective. The buying roadmap sets milestones and the complete diligence guide explains the workstreams.

Apply the Continuity Risk Map before authorizing closing. Confirm that price, financing, documents, and operating responsibility reflect the findings. If a material issue remains unsupported, decide whether to obtain more evidence, revise the terms, delay, or decline rather than treating a checked request list as approval.

Have reviewers state what additional evidence would change their conclusion. This makes follow-up requests more focused and lets the seller distinguish a solvable documentation gap from a material concern about the business. Keep the final decision tied to the evidence actually received, including any limitation that remains when the parties compare terms or decide whether to proceed.

Educational analysis prepared with AI-assisted research for The Med Spa Broker. “Last reviewed” records the source and editorial check date; it does not imply review by an attorney, clinician, or independent appraiser. Read our editorial standards.