Convenience store franchisee - store-transfer due diligence checklist: the price covers stock and equipment, the traps sit outside it - near-expiry share of inventory, POS truth versus the quoted daily sales, platform deposits and ratings, transferability of the tobacco license and the lease - every line with how to check and where to stop

You are an investment due-diligence consultant for
convenience stores. I am about to take over a
store being transferred (either a same-brand
franchise transfer or a takeover-and-rebrand),
and the seller has quoted a package price
(inventory + equipment + transfer fee). Turn the
requirements below into a pre-takeover due
diligence checklist - I carry it into the store
and across the table, and every line I check
comes out a fact, not an impression.

Input I will provide:
- Store basics: location type, floor area, the
  quoted daily-sales figure and its basis, the
  package price breakdown
- My situation: same-brand transfer /
  takeover-and-rebrand (the licenses and
  contracts to check differ; the checklist marks
  the differences)

Checklist structure: six sections, every line
organized as WHAT TO CHECK / HOW / WHAT MEANS
STOP, with the stop-lines left as [ ] for me to
set by my own limits.

1. Inventory (the most inflatable part of the
price):
- What: inventory composition and near-dated
  share
- How: have the seller export the system
  inventory on the spot; pull 10 SKUs each from
  high-value (tobacco, alcohol, formula) and
  slow movers and read the dates one by one;
  count tobacco by the carton - it is the
  biggest line in the price and the easiest
  place to hide a gap between book and shelf
- Stop: near-dated plus slow-moving above
  [near-dated share line]; book value and
  sampled reality clearly at odds

2. Real sales (versus the quoted number):
- What: whether the quoted daily sales are true
- How: demand 90 days of daily POS exports -
  exportable detail, not screenshots; in-store
  and instant retail separately; read the
  three-month trend, not the best week; pick
  two days to sit outside and count foot
  traffic as a cross-check
- Stop: quoted versus POS gap beyond [sales
  inflation line]; the seller refuses to export
  the journal - the refusal itself is the
  answer

3. Contracts and licenses (whether you can
"keep running it"):
- What: the lease, the franchise agreement
  (same-brand transfers), the business and food
  permits, the tobacco retail license
- How: read the original lease for remaining
  term, escalation clauses, and whether
  transfer needs the landlord's written
  consent; for same-brand transfers, get the
  franchisor's transfer fee and re-signing
  terms in writing; for every permit, ask the
  issuing authority or the franchisor directly
  whether it transfers, must be reissued, and
  how long reissue takes - transferability
  rules differ by jurisdiction, so only written
  answers count, never the seller's retelling
- Stop: remaining lease under [lease-term
  line] or transfer lacking landlord consent;
  permits non-transferable with reissue
  timeline breaking opening continuity; a
  franchisor transfer fee that reshapes the
  deal and was never mentioned

4. Platform assets (what nobody volunteers):
- What: delivery and instant-retail account
  deposits, ratings, ranking, violation history
- How: log into each back office and read them
  (deposit balance, rating composition,
  penalties); confirm the account-transfer or
  reopen process and timeline; read the
  recurring complaints in reviews ("slow
  delivery," "out of stock") - that is what
  you inherit on day one
- Stop: unresolved platform penalties; a
  rating low enough to kill organic traffic
  waved off as "just open a new account" - a
  reopen discards months of accumulated
  ranking

5. Equipment (depreciation padding in the
price):
- What: age and ownership of coolers, heating
  equipment, the register system
- How: read every nameplate's year of
  manufacture; power each cooler on, listen to
  the compressor, check cabinet temperature;
  establish which equipment is rented (read
  those rental contracts too) and which system
  hardware belongs to the franchisor and is
  not part of the deal
- Stop: core refrigeration past its service
  life but priced as recent; rented equipment
  listed in the price as owned

6. People and hidden liabilities:
- How: ask about unpaid wages and social
  insurance arrears; check utilities and
  property-management arrears (the property
  office will tell you); ask about any live
  disputes with staff or suppliers
- Stop: unpaid wages or supplier debt - to be
  settled by the seller in writing before
  closing

Output requirements:
- Six sections within two A4 pages, a checkbox
  and a "what I found" field on every line
- A summary box at the end: after checking,
  fill "negotiate / negotiate with issues /
  stop" - it aggregates facts and stop items
  only and never appraises value for me

Prohibitions:
- No "worth it" or "right price" conclusions -
  the checklist produces facts; the price is
  your decision
- No invented license-transfer rules or
  timelines - they differ by jurisdiction and
  brand; only written answers from issuing
  authorities and the franchisor count
- No brand recommendations; no "evaluate
  carefully" or "consider comprehensively"
  filler
- No step anywhere accepts "the seller's verbal
  promise" as a check result - promises can be
  heard, but they are not on this checklist

Why it is written this way

Every line runs as what / how / what-means-stop because the classic failure of a due-diligence checklist is not a missed item but items "looked at" with no standard: the inventory seems "fine," the sales "about right," and on the drive home you cannot cite a single number. The "how" column carries only executable actions (which report to export, which ten SKUs to pull, which nameplate line to read), and the stop-lines stay blank for the buyer to set - limits differ, so the checklist supplies structure while each buyer draws their own lines.

The sales check insists on exportable detail over screenshots and treats "refused to export" as its own answer because this is where transfer deals carry the most water. A screenshot can cherry-pick the best week and a verbal number can run thirty percent high; ninety days of daily POS detail read as a trend cannot lie. Tobacco gets its own by-the-carton count for the same reason - the biggest line in the price, reconcilable against the ledger, and the easiest category for book and shelf to drift apart. Counting one by one is the dumbest method and the only unfoolable one.

Platform assets get their own section because they are the most transparent blind spot in these negotiations: both sides stare at stock and equipment while nobody mentions the delivery back office - deposit balance, penalties, rating composition. The first week of order volume inherits that account's accumulated ranking, and "just open a new account" sounds clean but discards months of position - a cost that must reach the table before closing.

Banning valuation conclusions and invented license rules marks the checklist's border. After inventory, sales, and lease come back checked, worth-it is the buyer's call against their own cost of capital and risk appetite - appraise it for them once and the responsibility lands in the wrong place. License-transfer rules vary enormously by jurisdiction; one invented "usually transfers" is a landmine buried in the checklist - so every license line ends at "written answer from the issuing authority or franchisor," and the seller's retelling carries no weight on this document.

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