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Seller Information Questionnaire

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Seller Information Questionnaire and Purchase Agreement

Seller Name:   Business Name (if different):

Recitals (Whereas)

WHEREAS, Seller is the owner of certain business assets and/or interest described herein and desires to provide the Buyer with information regarding the assets, liabilities, contracts, and other matters relevant to a potential sale or transfer; and

WHEREAS, Buyer requires the representations, disclosures, and contractual assurances set forth in this Questionnaire and Agreement to evaluate and proceed with the proposed transaction; and

NOW, THEREFORE, in consideration of the mutual covenants and for other good and valuable consideration, the parties agree to provide the information and to be bound by the terms set forth in this Questionnaire and Agreement.

Seller Information





Questionnaire Details

Have any brokers or finders been engaged on this transaction?   

Are there any liens, encumbrances, or secured interests affecting the assets?   

Are there any pending or threatened claims, litigation, or governmental investigations relating to the business or assets?   

Scope of Work

Describe the scope of actions, deliverables, and obligations to be performed by Seller in connection with the transaction (including any transitional services to be provided post-closing).

Payment Terms

Term and Termination

The term of the obligations set forth in this Questionnaire and Agreement shall commence on and, unless earlier terminated in accordance with this section, shall continue until .

Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches any representation, warranty, or covenant and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Seller acknowledges that Buyer and its representatives will receive confidential and proprietary information in connection with the evaluation and consummation of the transaction. Seller agrees to keep all non-public information strictly confidential and not to disclose such information except to those of Seller's representatives who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. This confidentiality obligation shall survive termination of this Agreement for a period of three years.

Seller acknowledges and agrees:

Representations and Warranties

Seller represents and warrants that, to Seller's knowledge, (a) the information provided in this Questionnaire is true, complete and accurate in all material respects as of the date provided; (b) Seller has the requisite power and authority to disclose such information and to enter into this Agreement; and (c) there are no known undisclosed liabilities or material adverse facts concerning the business or assets other than those set forth in this Questionnaire.

Governing Law

This Questionnaire and Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement; Reliance

This Questionnaire, together with any executed non-disclosure or letter agreements between the parties, constitutes the entire understanding between Seller and Buyer with respect to the subject matter hereof, and supersedes all prior discussions, understandings and agreements. The parties expressly acknowledge that Buyer is relying on the accuracy of the information and representations provided herein in determining whether to proceed with the transaction.

Certification

By signing below, Seller certifies under penalty of perjury that the information contained in this Questionnaire is true, correct and complete to the best of Seller's knowledge as of the date of signature, and acknowledges that Buyer may rely on these statements in completing its due diligence and in negotiating and documenting the transaction.

Seller Certification:

Seller:

By:

Date:

Buyer:

By:

Date:

Enter text✕

What the Seller Information Questionnaire Is and When It’s Used

The Seller Information Questionnaire is a standardized form used by sellers to provide structured details about a property, business asset, or goods offered for sale. It collects legal names, contact details, ownership history, asset condition, title or lien information, tax identification data, disclosure statements, and supporting attachments. The questionnaire helps buyers, brokers, and legal teams evaluate risk, confirm identity and authority to sell, and assemble documentation needed for closing or transfer. It can be delivered on paper or electronically and typically supports due diligence in real estate, business sales, and high-value asset transactions.

Why a Standardized Seller Questionnaire Reduces Risk and Delays

A Seller Information Questionnaire centralizes legal and factual details, reducing ambiguity during negotiations and accelerating due diligence. It establishes a reproducible record that supports audit trails, tax reporting, title review, and closing coordination while helping verify signer authority and disclose material issues.

Why a Standardized Seller Questionnaire Reduces Risk and Delays

Primary Users and Stakeholders Who Rely on the Questionnaire

Typical requestors include listing brokers, selling entities, closing attorneys, asset managers, and buyers conducting due diligence before an acquisition or transfer.

  • Real estate brokers requesting disclosures for listing and buyer review.
  • Corporate sellers and asset managers supplying transaction history and title information.
  • Buyers, underwriters, and legal counsel verifying risk, liens, and tax compliance.

Use of the questionnaire standardizes data collection and reduces review cycles among stakeholders involved in closing.

Core Sections to Include in a Professional Seller Information Questionnaire

Primary sections of a professional Seller Information Questionnaire cover identity, asset details, title history, tax data, disclosures, and signature authority to support due diligence.

Seller Identity

Full legal name, contact details, entity type, ownership percentage, and government-issued ID references. Accurate identity data supports tax reporting, AML checks, and verifying the seller's authority to transfer ownership.

Asset Details

Precise description including serial numbers, model, year, size, condition, location, improvements, and inspection findings. Clear descriptions aid valuation and prevent post-closing disputes.

Title & Liens

Recorded ownership history, existing mortgages, UCC filings, tax liens, and pending litigation affecting title; include lender consent statements when applicable to ensure insurable transfer.

Tax Information

Provide TIN/EIN, recent tax returns or withholding statements, and property tax status, including state notices where relevant to avoid backup withholding and reporting errors.

Disclosures

Material facts, known defects, regulatory notices, environmental concerns, and prior insurance claims. Full disclosure reduces liability and informs negotiations and remediation planning.

Signature Authority

Names, titles, and documentation proving authority (corporate resolution or power of attorney). Confirming authority prevents execution challenges and supports enforceability under ESIGN and state law, and includes audit trail details.

Step-by-Step: How to Complete the Seller Information Questionnaire

Follow these sequential steps to complete the Seller Information Questionnaire accurately and ensure consistent documentation for closing or transfer.

  • 01
    Gather IDs: Collect government-issued ID for each seller and entity verification.
  • 02
    Describe Asset: Provide detailed description, serial numbers, and condition notes for the asset.
  • 03
    Attach Docs: Upload title, lien searches, prior appraisals, and supporting certificates.
  • 04
    Sign & Date: All authorized signers must sign and date in MM/DD/YYYY format.

Configure an Online Workflow for Questionnaire Collection

Configure an online workflow for sending, signing, and storing the Seller Information Questionnaire using conditional fields and signer roles.

Field Configuration
Signing Order Choose sequential or parallel signing order per transaction needs.
Authentication Level Select email, SMS code, or KBA for higher-risk transactions.
Conditional Fields Show fields based on previous answers to reduce signer friction.
Retention Settings Set automatic archiving and export rules for compliance and audits.

Typical eSubmission Flow for the Questionnaire

Typical eSubmission workflow when sending the Seller Information Questionnaire electronically to signers and reviewers for recordkeeping.

  • Upload Document: Upload a PDF or DOCX and prepare signature fields.
  • Add Signers: Enter signer emails and set signing order.
  • Authentication: Choose email, SMS, or KBA based on transaction risk.
  • Complete & Archive: Signer signs; platform captures the audit trail and stores copy.

Common Preparation Errors to Avoid

  • Using abbreviated or inconsistent legal names across documents, causing identity mismatches and tax reporting delays.
  • Failing to attach title searches or lien releases, which can block closings and require last-minute legal work.
  • Submitting unsigned or incorrectly dated questionnaires leads to re-execution, slowing transactions and complicating audit trails.
  • Providing vague asset descriptions without serial numbers or identifying details undermines valuation and increases buyer due diligence requests.

Required Security and Compliance Features for Electronic Submission

Encryption In Transit: TLS 1.2 and 1.3 encryption in transit.
Encryption At Rest: AES-256 encryption for stored data.
Certifications: SOC 2 Type II, ISO 27001, PCI DSS certifications.
HIPAA Support: BAA available for covered entities processing PHI.
Audit Trail: Timestamps, IP addresses, and action history retained.
Regulatory Support: Supports ESIGN, UETA, and 21 CFR Part 11 frameworks.

Key Penalties and Legal Risks of Incomplete or Incorrect Forms

Incorrect TIN: Triggers 24% backup withholding.
Late Filing: Penalties up to $330 per form for late information returns.
Intentional Disregard: Penalty $660+ per form with no statutory cap.
Unauthorized Sale: Contract may be voidable if signer lacks authority.
Incomplete Disclosure: May lead to indemnity claims and post-closing liability.
I-9 Noncompliance: Fines $281–$2,789 per paperwork violation.

How the Seller Information Questionnaire Differs from a W-9

How the Seller Information Questionnaire differs from commonly confused documents such as the W-9 and a Bill of Sale.

Document Seller Info Questionnaire W-9
Purpose collect seller details tin for reporting
Required Data identity, title, disclosures name, tin
Legal Use due diligence and disclosure irs information reporting
Signature & Notary often signed; may need notary signed by payee

Baseline Pricing and Feature Snapshot for eSignature Providers

Compare baseline pricing and key plan limits across common eSignature providers; signNow appears first per platform data.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

FAQs: Common Questions When Using the Seller Information Questionnaire

Common questions about completing, signing, and storing the Seller Information Questionnaire, including legal validity, corrections, and required attachments.


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