Checklist · Taxation
Tax due diligence request list and issues register (share or business acquisition of an Australian private company)
Buy-side tax due diligence request list and issues register for an Australian private company: income tax, Division 7A, GST, PAYG and super (with incoming director penalty exposure), state taxes and ATO disputes, feeding the SPA tax terms.
- Kind
- Checklist. Steps or checks to work through and tick off.
- Where it applies
- Australia
- AI use
- Yellow AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at
- 18 October 2026
- Status
- Maintained. Checked on 18 October 2026 against the 3 authorities it cites, for Australia.
- Version
- 1
- Source
- Written for this library
When to use it
Use at the start of buy-side due diligence on a share or business acquisition, and to track findings into the tax warranties, tax indemnity, price and completion steps. Sell-side vendors can use the request list to prepare a data room. Large or listed targets need a fuller scope.
Used for these tasks
- Build a tax due-diligence issues list from the data room
- Extract tax representations, indemnities and locked-box figures from an SPA
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
AI may index the data room against the request list, extract figures and dates into the register and flag gaps; the tax adviser assesses each issue, its likely exposure and how the transaction documents deal with it.
AI may
- Index the data room against the request list and list items not provided or out of date
- Extract figures, dates and parties from returns, statements of account, loan ledgers and ATO correspondence into the register with document references
- Extract the existing tax warranties, indemnities and locked-box figures from the draft SPA for comparison with the findings
AI must not
- Must not assess the likelihood or amount of an exposure, or classify an issue as low risk
- Must not conclude that a Division 7A loan complies, or that no director penalty exposure exists, without the adviser’s review of the documents
- Must not move target data out of the virtual data room into a tool that is not approved for confidential transaction material
The lawyer checks
- Each register item is supported by a document, and each high or medium item has an exposure estimate and a recommended treatment (price, indemnity, warranty, completion step, specific condition)
- ATO integrated client account and statement of account show no unpaid PAYG withholding, GST or SGC that an incoming director could become liable for, or the 30-day steps are planned
- Division 7A loans and unpaid present entitlements have been tested against written agreements, benchmark rates and minimum yearly repayments
- The tax indemnity and warranties in the SPA cover the issues found, with the right time limits, caps and conduct-of-claims provisions
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
The full text is for signed-in accounts. It is free. When you sign in you can:
- read the whole precedent, with its drafting notes beside it;
- copy it, or download it as a Word file or Markdown;
- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
More in Taxation
- Division 7A complying loan agreement (private company loan to a shareholder or associate), with minimum yearly repayment schedule
- Letter of tax advice with confidence rating and penalty position
- Letter responding to an ATO formal notice to give information or produce documents (with privilege claim)
- Client information request and facts declaration for a private ruling application or return position
- Private ruling application (ATO approved form): completion guide
- ATO audit or review: document production index and legal professional privilege schedule (ATO LPP Protocol particulars)
- Objection to an ATO assessment or decision: completion guide and grounds structure
- Voluntary disclosure to the ATO: completion guide and penalty-reduction checklist
- Verification checklist for AI-assisted tax research, advice and objections
- Client notice on AI use with tax records and tax file numbers