15 questions buyers ask
before acquiring an agribusiness

QUESTION 1

1. Why is the owner selling, and who has authority to complete the transaction?

Why it matters. Motivation informs timing and negotiating dynamics, but a founder’s account does not establish corporate authority.

Evidence to request. Current company-register information, constitutional documents, ownership records, board or shareholder approvals, signatory authority and any required third-party consents.

Red flag. The purported sole owner does not match the records, or the reason for sale changes as questions become more specific.

Buyer’s decision. Bring the right decision-makers into the process and withhold a binding commitment until title and authority are verified.

QUESTION 2

2. Are you buying shares, selected assets or a combination?

Why it matters. A share acquisition and an asset acquisition transfer different bundles of contracts, rights and risk. See share deal versus asset deal.

Evidence to request. Group chart, entities and asset list, material contracts, and a draft perimeter listing both inclusions and exclusions.

Red flag. The teaser describes a land bank and machinery, yet the leases or machinery belong to another group company.

Buyer’s decision. Agree the perimeter and compare viable structures before valuing the target; commission transaction-specific legal and tax advice.

QUESTION 3

3. Who ultimately controls the seller, and what restrictions apply?

Why it matters. Beneficial ownership and sanctions exposure affect financing, compliance and ability to close. An international buyer also needs a separate Ukrainian-law review of the proposed structure and land rights.

Evidence to request. Ownership chart through to individuals, current registry extracts, control documents and counsel-led screening against applicable official sanctions sources.

Red flag. An unexplained nominee layer or inconsistent beneficial-owner information.

Buyer’s decision. Pause binding steps until KYC, sanctions and structure eligibility are assessed by qualified advisers.

QUESTION 4

4. How much of the reported land bank is legally and operationally secure?

Why it matters. Headline hectares say little about lease expiry, registration, rent payments and contiguous access. Read land-bank preparation and land-bank due diligence.

Evidence to request. Parcel-level schedule with cadastral identifiers; leases, amendments, cadastral extracts, rights-register information, maps, expiry profile and rent reconciliation.

Red flag. Cultivated parcels are absent from the schedule, key rights cannot be evidenced, or many core leases expire together.

Buyer’s decision. Recalculate the dependable land bank parcel by parcel; reprice, require remediation or restructure the deal. Obtain separate advice on buyer-specific land restrictions.

QUESTION 5

5. How resilient are earnings across harvest seasons?

Why it matters. Weather, yields, crop prices, inputs and sale timing can make one year unrepresentative.

Evidence to request. Several seasons of statutory and management accounts, bank statements, production records, sales contracts and a bridge for one-off items and related-party costs.

Red flag. “Adjusted” profit cannot be reconciled to cash, stock movements or reported figures.

Buyer’s decision. Model base and downside cases and undertake financial due diligence before settling price.

QUESTION 6

6. What working capital, debt and off-balance-sheet commitments will the buyer inherit?

Why it matters. A viable purchase price may still leave a major funding need for planting, rent, wages, inputs or debt repayment.

Evidence to request. Debt maturities, security and guarantees, aged receivables/payables, advances, seasonal cash forecasts and related-party funding terms.

Red flag. Unexplained balance differences, overdue receivables, undisclosed guarantees or owner loans with no repayment terms.

Buyer’s decision. Define net debt and normal working capital, agree price adjustments and require critical releases or repayments before closing.

QUESTION 7

7. What is the tax history, and how does the chosen structure affect tax?

Why it matters. Historic assessments, unpaid amounts and the treatment of a share or asset transaction can materially change the economics.

Evidence to request. Returns, tax-account reconciliations, available debt certificates, audit findings and disputes, VAT records, land-related taxes and a structure-specific tax analysis.

Red flag. The valuation assumes a tax-free outcome without a defensible model, or a tax dispute is missing from disclosed liabilities.

Buyer’s decision. Do not price in unverified tax benefits; ask an adviser to model consequences and allocate historic exposure in transaction documents.

QUESTION 8

8. Who owns the machinery, real estate and inventory, and what condition are they in?

Why it matters. Essential assets may be leased, pledged, worn out or held in an entity outside the sale perimeter.

Evidence to request. Fixed-asset and registration schedules, title documents, encumbrance information, maintenance history, site inspections and sample stock counts.

Red flag. Core equipment is unavailable for inspection, security interests were not disclosed or stock differs materially from the records.

Buyer’s decision. Specify assets to be delivered free of relevant defects, verify condition and agree inventory adjustments and releases.

QUESTION 9

9. Can operations continue under the relevant permits and compliance requirements?

Why it matters. Permits, environmental obligations and industry-specific approvals may attach to a legal entity, activity or site; they should not be assumed to transfer with equipment.

Evidence to request. Applicable permit register and validity dates, inspection reports, notices and sector-specific documents for facilities and operations actually within the perimeter.

Red flag. A business-critical permit has expired or is held by a different entity with no viable transition plan.

Buyer’s decision. Obtain sector-specific counsel’s advice and make necessary consents or re-authorisations closing conditions.

QUESTION 10

10. How concentrated are customers, suppliers and logistics routes?

Why it matters. A business may depend on one grain buyer, input supplier, storage facility or export route that does not continue after a change of control.

Evidence to request. Material contract schedule, customer and supplier revenue or spend concentration, payment history, change-of-control terms, storage access and logistics cost assumptions.

Red flag. Significant revenue relies on an informal understanding with an owner-related counterparty.

Buyer’s decision. Validate continuity with the seller’s consent and stress-test the loss of a key relationship.

QUESTION 11

11. Who actually runs the business, and what happens if key people leave?

Why it matters. Agronomy, landowner relations, finance and logistics may depend on a small number of individuals rather than documented systems.

Evidence to request. Organisation chart, role descriptions, employment and contractor terms, payroll, succession plans, access controls and transition proposals.

Red flag. Only the founder knows the lessors, bank and customers, but has no credible handover plan.

Buyer’s decision. Plan retention and knowledge transfer; seek specialist review of employment risks.

QUESTION 12

12. What litigation, pledges, freezes or claims could disrupt the deal?

Why it matters. A claim may affect a parcel, core equipment, bank access or the ability to transfer control, not just the headline valuation.

Evidence to request. Seller’s litigation schedule, case documents, rights and encumbrance searches, lender agreements, demand letters and legal risk assessment.

Red flag. A material pledge is dismissed as “administrative” while the lender has not agreed a release process.

Buyer’s decision. Quantify exposures and negotiate remediation, a price retention or removal of the affected asset from the perimeter.

QUESTION 13

13. Which war-related, physical and operating risks have been assessed for each site?

Why it matters. Field access, potential explosive contamination, power and logistics can differ parcel by parcel. An office address does not establish field safety.

Evidence to request. Full asset and parcel map, relevant official emergency-service risk information, qualified site assessments where permitted, downtime history, insurance terms and continuity plans.

Red flag. A seller offers an unsubstantiated “all clear” or asks visitors to inspect a suspected hazardous field on their own.

Buyer’s decision. Do not self-inspect suspected hazardous areas. Seek qualified assessment, model disruption scenarios and defer a site decision until safety is established.

QUESTION 14

14. How was the price built, and what changes between signing and closing?

Why it matters. Price may assume a specified debt balance, working capital, planted crops, inventory and land rights at closing; ambiguity invites a post-signing dispute.

Evidence to request. Valuation assumptions, enterprise-to-equity bridge, accounting policies, measurement dates, definitions of net debt and normal working capital, crop and stock treatment, and draft adjustment mechanics.

Red flag. An unconditional advance is requested against a per-hectare figure without identifying who repays debt or owns the current crop.

Buyer’s decision. Agree the pricing formula, reference date, verification rights and dispute process before binding documents.

QUESTION 15

15. What must happen before closing, and who will run the business on day one?

Why it matters. Attractive economics do not close a transaction without approvals, funds flow, document delivery and operating continuity.

Evidence to request. Draft LOI and transaction documents, conditions precedent, lender or counterparty requirements, merger-control assessment where applicable, funds-flow schedule, handover list, access matrix and first-100-days plan.

Red flag. Funds or control are to transfer before critical conditions are met, with no one responsible for the next planting cycle or landowner relationships.

Buyer’s decision. Maintain an owner-by-owner closing checklist with evidence of completion; proceed to full due diligence rather than treating this screening list as a substitute.

AFTER INITIAL REVIEW

From screening to a decision

Put responses into an issue log: verified, further evidence needed, specialist review, price-sensitive or deal-blocking. Use a staged NDA and data-room process for sensitive information. Commission legal, financial, tax, technical and sanctions due diligence for the actual parties and assets. Sellers can review LandMarket’s agribusiness sale process.