---
title: "Tax due diligence request list and issues register (share or business acquisition of an Australian private company)"
url: "https://ailawframework.com/precedents/taxation/tax-due-diligence-request-list-and-issues-register"
type: "precedent"
site: "AI Law Framework"
id: "a26-tax-due-diligence-request-list-and-issues-register"
area_id: "A26"
kind: "checklist"
ai_level: "yellow"
version: 1
task_ids: ["A26-T1-R13", "A26-A20260923-3"]
law_stated_as_at: "2026-10-18"
---

# 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,…

Canonical page: https://ailawframework.com/precedents/taxation/tax-due-diligence-request-list-and-issues-register  
Law stated as at: 2026-10-18

Site index for agents: https://ailawframework.com/llms.txt

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.

## Key facts

- Kind: Checklist. Steps or checks to work through and tick off.
- Practice area: [Taxation](https://ailawframework.com/precedents/taxation.md)
- Jurisdictions: Australia
- AI level: Yellow. AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at: 2026-10-18
- Status: Maintained. Checked on 2026-10-18 against the 3 authorities it cites, for Australia.

## 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](https://ailawframework.com/practice/taxation/build-a-tax-due-diligence-issues-list-from-the-data-room.md)
- [Extract tax representations, indemnities and locked-box figures from an SPA](https://ailawframework.com/practice/taxation.md#A26-A20260923-3)

## 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

## Authorities

- [ATO, Director penalties (director penalty notices; 21 days to take an option; parallel liability; new directors liable for unpaid PAYG withholding, GST and SGC due before appointment unless within 30 days the company pays, appoints an administrator or small business restructuring practitioner, or is wound up)](https://www.ato.gov.au/individuals-and-families/paying-the-ato/if-you-don-t-pay/firmer-action-we-may-take/director-penalty-regime)
- [Income Tax Assessment Act 1936 (Cth) Pt III Div 7A, as explained in ATO, Division 7A loans (written agreement before lodgment day; benchmark interest; maximum term; minimum yearly repayments)](https://www.ato.gov.au/businesses-and-organisations/corporate-tax-measures-and-assurance/private-company-benefits-division-7a-dividends/in-detail/division-7a-loans)
- [ATO, Remission of interest charges (general interest charge and shortfall interest charge on unpaid amounts and remission requests)](https://www.ato.gov.au/individuals-and-families/your-tax-return/if-you-disagree-with-an-ato-decision/dispute-interest-or-penalties/remission-of-interest-charges)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/taxation/tax-due-diligence-request-list-and-issues-register and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*