Pre-Acquisition Due Diligence: The Public Records Every Buyer Should Check Before Signing

The standard acquisition due diligence process begins after heads of agreement are signed, term sheets are exchanged, and both parties have committed to a timeline. By that point, professional fees are accumulating, the social dynamics of the deal make it harder to walk away, and the buyer's team is focused on confirming what they have already decided to believe. This is the wrong sequence.

The public record contains enough information to screen out a significant proportion of transactions that should not proceed — before any of that institutional momentum builds. Running a thorough public record check before negotiations begin is not paranoia. It is the cheapest form of due diligence available, and it costs almost nothing relative to the alternative.

The 12 registers that matter

For any Australian private company acquisition, the following registers should be checked before signing a non-binding term sheet:

1. ABR (Australian Business Register) — ABN status, entity type, GST registration date, DGR status. Confirms the entity is what it claims to be and has been registered for as long as it claims.

2. ASIC Company Register — ACN, company type, registration date, current status. Confirms the company has not been placed in external administration. Alerts you to recent status changes that may not have been disclosed.

3. ASIC Director Records — every directorship held by each director of the target, current and historical. The most commonly under-checked register in private company M&A.

4. ASIC Banned and Disqualified Register — directors prohibited from managing companies or providing financial services. Immediate disqualifying finding if a current director appears.

5. ASIC Financial Services Enforcement — civil penalty orders, injunctions, and banning orders. Relevant where the target operates in financial services, financial planning, or credit.

6. ATO Tax Transparency Register — for targets with income above A$100M, confirms total income, taxable income, and tax payable. Cross-reference against management accounts provided in the data room.

7. PPSR (Personal Property Securities Register) — security interests registered over the company's assets. Critical for understanding what encumbrances exist over equipment, stock, and receivables before any acquisition.

8. State Trade Licence Registers — QBCC (Queensland), NSW Fair Trading, VLSC (Victoria), and equivalents. For any target in a licensed trade, confirms the licence is current and has not been suspended or subject to conditions.

9. ACCC Public Registers — infringement notices, public warning notices, and authorisation decisions. Relevant for any target in consumer-facing industries or with significant market position.

10. NDIS Compliance Actions Register — for targets in the disability services sector, prohibitions and banning notices from the NDIS Commission.

11. ASIC Business Names Register — trading names registered to the entity, and historical registrations that may reveal prior operating names or related brands.

12. Domain and web presence records — RDAP registration data for the entity's claimed domain, cross-checked against the entity's ABN registration date. A company claiming 12 years of operation with a domain registered 18 months ago has a discrepancy that warrants explanation.

How long each check takes manually versus automated

Most of these checks can be performed manually by a competent analyst. The issue is not complexity — it is time, consistency, and the risk of missing something when working across 12 separate systems under deadline pressure.

Structuring public record due diligence as a gating process

The most effective use of public record due diligence is as a staged gate, not a single comprehensive review. We recommend three stages:

Stage 1 — Initial screen (before any negotiation): ABN status, ASIC company status, director search for banned persons, basic sanctions check. Takes 10 minutes. Cost: free. Outcome: go / no-go on entering discussions.

Stage 2 — Pre-LOI screen (before signing a letter of intent): Full director network map across all historical entities, trade licence checks, ATO tax transparency cross-reference, ACCC adverse check, domain age verification. Takes 1-2 hours manually or 48 hours for a structured QuickScan report. Cost: A$499 for QuickScan. Outcome: go / amber / red on proceeding to the formal data room phase.

Stage 3 — Deep dive (during the formal DD period): PPSR searches, court judgment checks, ATO debt register for key principals, historical ASIC financial statements where available, and any sector-specific registers. This is the stage where professional advisers (legal, accounting) are most involved.

The gate logic matters because each stage is only worth running if the previous stage passed. Running a A$15,000 legal due diligence exercise on a company whose directors have a failed company history and a Phoenix pattern takes money that would be better applied elsewhere.

The cost of missing a public record issue in M&A

The Australian case law on M&A disputes is full of transactions where the buyer's advisers did not run a comprehensive director search before exchange. The pattern is consistent: a director's prior failed company history was discoverable from the ASIC register; it was not discovered; the prior pattern repeated itself post-acquisition.

The public record check is not a substitute for a full due diligence process. It is the prerequisite that makes every subsequent step of that process more efficient. Information that is in the public record and discoverable before any fee is incurred should not be discovered for the first time in a vendor's data room at A$500 per hour.

Uncommon Insights

One of the most overlooked public records in Australian M&A due diligence is the ASIC Director Records, which can reveal a target company's director's past and present affiliations, including any history of involvement with insolvent or phoenix companies. Under section 205B of the Corporations Act 2001 (Cth), a director who has been involved in two or more failed companies within a seven-year period may be disqualified from managing corporations for up to five years. By checking ASIC Director Records, buyers can identify potential red flags and avoid costly mistakes.

Buyers often overlook the ATO Tax Transparency Register, which requires companies with total income above A$100M to disclose their tax information publicly. This register can be used to verify the accuracy of management accounts provided in the data room and identify any discrepancies in tax payable. Furthermore, under section 3C of the Taxation Administration Act 1953 (Cth), the ATO can disclose taxpayer information to ASIC, which may lead to enforcement action if discrepancies are found.

ASIC's Financial Services Enforcement register is a critical public record for buyers of financial services companies. This register discloses civil penalty orders, injunctions, and banning orders, which can significantly impact a target company's value. Under section 920A of the Corporations Act 2001 (Cth), ASIC can ban individuals from providing financial services, and buyers should verify that the target company's directors and employees are not subject to any such bans.

Buyers often underestimate the importance of checking the PPSR (Personal Property Securities Register) for security interests registered over a target company's assets. Under section 588FL of the Corporations Act 2001 (Cth), a buyer may be liable for the debts of the target company if they fail to register their interest on the PPSR. By checking the PPSR, buyers can identify any encumbrances over equipment, stock, and receivables and avoid potential liabilities.