Buying a Wedding Planning: Due Diligence Checklist & Red Flags (2026)

Red flag: Owner claims 70% margins but 60%+ of booked revenue passes through to sub-vendors with no markup visible on tax returns; actual net to planner is flat-fee coordination that blends below minimum wage.

Ask: Pull the last 36 fully executed contracts and show me exactly the gross profit per client—what is the dollar amount retained after all contracted vendor payments, and does it align with your stated SDE?

Red flag: Current cash exceeds actual earned revenue by 40%+; seller treats client deposits as current income but cannot show a corresponding deferred-revenue balance for weddings 12+ months out, signaling a cash-flow hole.

Ask: What is the total dollar amount of client deposits held for future wedding dates beyond six months, and will this full liability transfer to me or will you retain it and pay me a fulfillment commission?

Red flag: Three or more full cancellations in the trailing 12 months that represent >20% of stated SDE, with no force majeure clause invoked consistently; chargebacks on initial retainers exceeding 2% of transactions.

Ask: Show me the cancellation log with dates, retained fees, and refunds for the last two years—specifically highlight any disputes that hit the merchant account.

Red flag: SDE adds back 100% of owner salary and benefits but the owner functions as lead planner on 80% of events; replacing her with a W2-certified planner would consume >75% of the stated SDE.

Ask: If I hired a certified lead planner to run every wedding you personally touch now, what would her W2 salary, payroll tax, and mileage reimbursement cost the business annually?

Red flag: Zero revenue from anniversary coordination, vow renewals, or a retained vendor referral fee program; business resets to zero pipeline every January with no residual income streams.

Ask: What percentage of this year's booked clients came from past brides' direct referrals or repeat events like baby showers and anniversary parties?

Red flag: No documented standard operating procedures; all timelines live in the owner's personal Google Drive under her name; CRM database has no tags or lifecycle stages.

Ask: Will I receive a fully exported CRM with historical lead statuses, a written process manual for the 12-month planning lifecycle, and admin access to every digital tool before close?

Red flag: Preferred-vendor agreements exist but contain personal-guarantee language or are oral arrangements tied to the seller’s 15-year friendship with the florist; zero trade-account discounts in writing.

Ask: Provide a list of every vendor who gives you a documented percentage discount or commission structure, and confirm in writing whether those terms survive a change of ownership.

Red flag: Associate planners are all 1099 gig-workers with no non-solicit and no consistent availability for the upcoming calendar; they can walk and poach booked clients the week after close.

Ask: Do your contracted planners have written non-solicitation and non-disclosure agreements tied to the entity, and will they accept assignment to the new entity?

Red flag: Google Ads account is the seller’s personal Gmail; The Knot storefront is under a personal login; domain is registered to a defunct LLC with expired privacy protection.

Ask: Show me the admin panel and transferability documentation for every paid directory listing, domain registrar, and ad account that drives bookings.

Red flag: Claimed styling-inventory asset (arbors, centerpiece vessels, linens) exists but occupies a garage with no climate control; 30% shows water damage or is discontinued and unusable for current Pinterest trends.

Ask: Provide a condition-tagged inventory list with original purchase date and replacement cost for all physical decor, and tell me where it is stored and whether the storage is included.

Red flag: 50%+ of bookings come through a single venue’s preferred list that is renegotiating in 90 days; 80% of clients fit a single age/budget demographic that a new competitor is undercutting on TikTok.

Ask: What percentage of your last 20 signed contracts came from each lead source, and show me the specific contract that guarantees your placement on those preferred vendor lists.

Red flag: 4.2-star average platform rating with 3+ reviews in the last 12 months mentioning ‘unresponsive after deposit’ or ‘sent an assistant I never met’; seller cannot explain remediation.

Ask: Pull your Net Promoter Score from the last 24 completed weddings and walk me through exactly how you resolved the three most critical reviews.

Red flag: 70% of revenue arrives in October and May with negative cash flow for four consecutive summer months; average booking lead time shortened from 14 months to 5 months in two years, indicating last-minute slot-filling.

Ask: Show me month-by-month gross revenue and new signed contracts for the trailing 24 months, and explain the trough months’ cash management.

Red flag: 20+ planning firms now operate within a 15-mile radius, with three offering flat-fee month-of coordination at 40% below seller’s minimum package; seller has not raised base pricing in 36 months.

Ask: What is the exact addressable radius you serve, how many direct competitors have launched there in two years, and when did you last adjust your package pricing?

Red flag: Sole proprietorship with contracts between the bride and the owner personally, not an LLC; asset purchase will require novation of 42 existing contracts with each individual client.

Ask: Are your client contracts explicitly assignable or do they require client consent, and what is your plan to secure written consent from every booked bride and groom before close?

Red flag: Seller operates entirely out of a home office but has never obtained a home-occupation permit; three unincorporated county venues require a specific business license the seller lacks, exposing events to shutdown risk.

Ask: Show me your current business license, any special event permits you routinely pull, and confirm whether your home-office address is compliant with local zoning for client meetings.

Red flag: Policy has a $500K per-occurrence limit with no liquor-liability endorsement, yet seller coordinates events where alcohol is served to 200+ guests; one slip-and-fall claim open from 18 months ago.

Ask: Provide the declarations page, additional-insured list, and any open or settled claims history for the last five years.

Red flag: Business operates under a DBA name that was never state-registered and appears in a disputed URL with a former partner; no formal assignment of logo copyright from the original freelance designer.

Ask: Show me the state or federal trademark filing, the domain ownership record matching the LLC, and the written IP assignment for your branding.

Red flag: Signed master agreement with The Knot / WeddingWire contains a non-assignment clause and auto-renews at a $900/month rate that is 3x market; cancellation window is closed for 10 months.

Ask: Pull your executed agreements with every paid lead-generation platform and highlight the assignment, cancellation, and auto-renewal clauses.

Red flag: Seller offers four weeks of 'as-needed' email support with no joint client introduction call; brides will first hear of the ownership change via generic social post.

Ask: Will you personally introduce me on a live video call with every booked client, and what is your enforceable availability commitment for the first 90 days after close?

Red flag: 15 weddings are in active planning with no written status log, and the associate planner on eight of them has not been informed of the sale or asked to stay on.

Ask: Provide a status document for every in-flight wedding listing paid vendors, pending tasks, and the assigned point person, and tell me which vendors and assistants have been notified and retained.

Red flag: Seller proposes to collect final client payments for October weddings she executed but wants buyer to handle liability for vendor shortfalls; no clear cutoff date for financial responsibility.

Ask: On what calendar date does revenue and expense responsibility transfer, and who is liable for vendor errors and client refunds for events that occur in the first 60 days post-close?

Red flag: Instagram account has the seller’s face on every third post and 12 highlight reels of her family and personal travel; deleting them will erase 60% of the content library.

Ask: Will you archive or remove any personal content from the business social accounts, and will you film three testimonial-style videos endorsing me as the new owner before departure?