Anchored to UK statute. Last verified 25 October 2026. View source-of-record.

maduediligencechecklist.com

The UK M&A Due Diligence Checklist

Sector cut

Construction due diligence checklist


Construction diligence stresses JCT / NEC / FIDIC contract review, retention and surety exposures, Building Safety Act 2022 obligations, CIS tax compliance and Phase II ESA scoping.

Direct answer

UK construction M&A diligence covers JCT, NEC or FIDIC contract sampling, retention balances and surety-bond exposure, Building Safety Act 2022 cladding and golden-thread obligations for higher-risk buildings, CIS subcontractor compliance and a Phase I ESA on every operational site with Phase II if Phase I flags risk.


Sector add-on clauses

  • III.19
    Confirm CIS compliance for any construction-sector activity.
    Severity B
  • III.20
    Confirm gross-payment status under CIS where relevant.
    Severity C
  • V.7
    Sample top-20 material contracts for change-of-control, termination and indemnity.
    Severity A
  • X.13
    Review fire-risk assessment and Building Safety Act 2022 compliance where relevant.[BSA 2022]
    Severity A
  • XI.6
    Review waste-carrier and waste-management licences.
    Severity B
  • XI.12
    Identify any biodiversity-net-gain liabilities under development sites.
    Severity C

These add-ons supplement, not replace, the generic 14-Schedule scope. Begin with the generic checklist and layer these on.


Reviewed by Oliver Wakefield-Smith, Founder, Digital SignetLast verified 21 June 2026

This page is anchored to UK primary legislation and named regulator guidance only. Not legal advice. Confirm position with your appointed adviser before signing.