Whether you are applying for financing, raising money, or selling your business, the other side will ask to see your paperwork, and how fast you can produce it affects the deal. This checklist covers what lenders, investors, and buyers usually request from New York small businesses, and when a formal data room is worth the trouble.
What due diligence means for a small business
Due diligence is the review a lender, investor, or buyer does before committing money. A bank or SBA lender looks at whether you can repay. An investor looks at growth and risk. A buyer looks for anything that could turn into a liability after closing. For a small merchant cash advance, the review is lighter, usually recent bank statements and basic business information, but a funder can still file liens and look for existing obligations.
Do you need a virtual data room?
A virtual data room is a secure online folder with permissions, activity logs, and question-and-answer tools. For most small financing, a well-organized shared folder with restricted access is enough. A formal data room makes sense when several parties will review documents at the same time, such as in a sale of the business or an equity raise, or when confidentiality and an audit trail matter. Whatever you use, control who can view and download, and keep a record of what you shared and when.
Selling the business? Before you open the data room, price it with the business valuation calculator, which uses 2026 sale multiples by industry and checks whether a buyer could finance your price with an SBA loan.
The checklist
Company and ownership
- Formation documents filed with the New York Department of State
- Operating agreement or bylaws, and a list of owners and their percentages
- For New York LLCs, the certificate of publication filed with the Department of State
- Any amendments, resolutions, and ownership transfers
Financial statements
- Profit and loss statements and balance sheets, usually for the last two to three years plus year to date
- Business and personal tax returns as requested
- Recent bank statements, which funders of small business financing rely on heavily
- Accounts receivable and payable aging reports
Taxes and payroll
- New York State sales tax registration and returns
- NYC business tax filings where they apply
- Payroll tax filings and workers’ compensation records if you have employees
Licenses, permits, and compliance
- Every license and permit your business needs, such as those from the NYC Department of Consumer and Worker Protection, the Department of Health, or the state Department of State
- Inspection records and any violations
Contracts and leases
- Your commercial lease and any personal guaranty
- Key customer and supplier contracts
- Equipment leases and vendor agreements
Debts and liens
- A schedule of all loans, lines of credit, and advances, with balances and payment terms
- Copies of the agreements, including any merchant cash advance contracts
- A search of Uniform Commercial Code filings against your business, which the New York Department of State handles, because funders commonly file liens
Legal matters
- Pending or threatened lawsuits and judgments
- Any confession of judgment you signed; see our guide to the NYC confession of judgment law
- Disputes with customers, landlords, or employees
Insurance and employees
- Certificates for general liability, workers’ compensation, and any specialty coverage
- An organization chart, key employee agreements, and how workers are classified
Preparing for an MCA underwriter
For a merchant cash advance, expect to provide an application, ID, a voided check, and recent bank statements. Before you sign, get every document in writing, calculate the annualized cost with our factor rate to APR calculator, and read the disclosure New York’s commercial finance disclosure law requires for covered offers of $2.5 million or less. If you already have an advance and need to unwind it, gather your contract and payment records, then read how to get out of an MCA. Our explainer on how an MCA works covers the structure.
Organize it before you are asked
Create one folder per category above, name files consistently, and keep a running index. The business that can answer a request in a day looks more credible than one that needs a week, and it gives you more time to negotiate. For free help with financing questions, NYC Small Business Services runs NYC Business Solutions centers across the five boroughs.
You may also find our guides to starting service businesses in NYC useful for the licensing side.
Common questions
What documents do lenders ask small businesses for?
Commonly bank statements, tax returns, financial statements, business formation documents, licenses, your lease, and a schedule of existing debts. Requirements vary by lender and by the type of financing.
Do I need a virtual data room to get a business loan?
Usually no. A well-organized shared folder is enough for most small financing. Data rooms are more useful for a sale of the business or an equity raise with several reviewers.
What is a UCC lien and how do I check for one?
A UCC filing is a public record that a lender or funder has a claim on business assets. In New York the Department of State handles UCC filings, and you can search for filings against your business.
Updated September 2026. This is general information, not legal, tax, or financial advice. Rules and fees change, so confirm current requirements with the agency named before you act.
