A technical due diligence checklist reviews the thing being bought rather than the systems the business runs on, and the distinction is worth holding because the two lists share almost no items. Technical diligence asks whether the product works, whether it can carry the plan, whether the company owns it and whether the people who understand it are staying. Only two of those four ever move a price.
Ownership, which moves the price
Assignment from every founder, contractor and employee who contributed, plus any university or previous-employer entanglement. A gap is a condition rather than a discount, because resolving it means finding people who left years ago. It is the most common fatal finding in technical diligence and it is entirely preventable a year earlier.
Licence obligations, which also move the price
Open-source components and their terms, particularly copyleft in something that ships. An obligation to disclose proprietary code constrains what the buyer can do with the asset, and it is found by scanning rather than by asking, because the company frequently does not know.
Architecture and scale, which shape the plan
Whether the system carries the growth in the projections and what it would cost to make it. This matters enormously to the buyer's plan and is usually handled with a roadmap and a budget rather than with a price change, because the buyer expected to invest either way.
The team, which is handled with retention
Who understands the system, how concentrated that knowledge is, and whether they are staying. Concentration is normal in a small company; the question is whether the buyer has priced retention. This is a plan item rather than a price item, and treating it as a discount usually loses the people.
Questions people ask about technical due diligence checklist
What moves the price in technical diligence?
Code ownership gaps and open-source licence obligations. Architecture and team are handled with a roadmap and retention.
Is code quality worth reviewing?
For the buyer's plan, yes. It rarely changes the number, because a buyer expects to invest in the codebase whatever it finds.
How is this different from IT diligence?
This reviews the product being bought. IT diligence reviews the estate the business runs on, and the two lists barely overlap.