BPO Due Diligence Checklist for an Acquisition or Operating Partnership

Due diligence should prove what actually transfers

A BPO acquisition can sound like a shortcut because the business already has an entity, office, staff, equipment or operating history. The value depends on which of those things are real, usable, transferable and free of unacceptable liabilities.

This checklist is a planning tool, not legal or financial advice.

Corporate and ownership

Verify:

• exact legal entity and registration status;
• capitalization and ownership records;
• directors, officers and authorized signatories;
• amendments and corporate books;
• related-party arrangements;
• subsidiaries or affiliates;
• pending corporate actions;
• whether the transaction is a share sale, asset sale or another structure.

Regulatory and tax

Confirm directly with advisers and the relevant authorities:

• current registration status;
• incentive certificates and conditions;
• tax filings and outstanding assessments;
• permits and renewals;
• reportorial requirements;
• whether registrations or incentives survive the proposed transaction;
• liabilities that remain with the entity after closing.

Do not assume a historic Freeport registration automatically gives a buyer the same economic treatment after a change in activity, ownership or project structure.

Contracts and customers

For each material contract, check:

• correct contracting entity;
• term and renewal;
• assignment or change-of-control restrictions;
• pricing and service levels;
• customer concentration;
• termination rights;
• data-protection and security obligations;
• audit rights;
• indemnities and liability caps;
• unpaid balances or disputes.

A revenue figure without contract durability is not enough.

Workforce

Review:

• employee roster and status;
• compensation and benefits;
• tenure and attrition;
• accrued leave and other obligations;
• key-person dependency;
• disciplinary or labor disputes;
• employment agreements and confidentiality/IP terms;
• training and skill evidence;
• which employees are expected to remain after closing.

Lease and facility

Confirm the lease or sublease, landlord, approvals, expiry, escalation, deposits, assignment/change-of-control provisions, restoration obligations, expansion rights and actual condition of the premises.

Also verify power, generator, UPS, HVAC, telecom paths, fire/life safety and after-hours access.

Technology and intellectual property

Inventory:

• hardware and ownership;
• software licensing and renewal dates;
• domains and DNS;
• cloud accounts;
• phone/contact-center systems;
• source code and IP ownership;
• administrator credentials and MFA;
• backups;
• vendor contracts;
• warranty/support status;
• unsupported or end-of-life systems.

Cybersecurity

Request evidence rather than assurances. Review security architecture, access control, vulnerabilities, incident history, logging, endpoint management, penetration-test or audit findings, customer remediation commitments and third-party access.

See Cybersecurity and Business Continuity.

Financial quality

Reconcile management claims to bank, accounting and tax evidence. Normalize owner expenses, one-time items, unpaid liabilities, customer concentration, deferred revenue, receivables quality and required replacement capital.

Transition plan

Before signing, document what must happen on Day 1, Week 1 and the first 90 days: banking, DNS, cloud ownership, privileged access, employee communication, customer consent, vendor assignment, insurance, security changes and regulatory notices.

Last reviewed September 8, 2026.