Due Diligence Checklist for Buying a Business in Pakistan
The legal due diligence items buyers most often skip — and the ones that cause the most expensive surprises after closing.
Commercial due diligence gets attention; legal due diligence often gets a lighter pass than it deserves, particularly in smaller transactions. The issues that surface after closing are rarely a surprise to a lawyer who looked properly beforehand.
Corporate standing
Confirm the target company is validly incorporated, in good standing with SECP, and that its share register actually matches who claims to own it. Disputed or informally transferred shares are a common, avoidable problem.
Contracts and liabilities
Material contracts should be reviewed for change-of-control clauses that could terminate key relationships on a sale, and for any personal guarantees the founders may have given that don't automatically transfer.
Litigation and regulatory history
Pending suits, tax disputes, or regulatory show-cause notices against the target are exactly the kind of liability that should be priced into a deal — or addressed through indemnities — rather than discovered afterward.
Property and asset title
Where the business owns real estate or significant assets, title verification matters as much here as in a standalone property purchase.
Structuring the deal around what you find
Due diligence findings should shape the purchase agreement — indemnities, escrow, price adjustments — not just inform a go/no-go decision.
This article is general information about Pakistani law and procedure, not legal advice for any specific matter. If this touches on something you're currently facing, get in touch and we'll advise on your facts directly.