Due Diligence Checklist: What to Audit in the Tech Stack When Acquiring a Brokerage

Buying a brokerage? Start here: the tech stack due diligence checklist every buyer needs in 2026

Hook: You're acquiring a brokerage with hundreds of agents and multiple offices (think REMAX-style conversions). You already know the deal value depends on commissions and agent retention — but the real risk lives in the tech stack: messy CRM data, ambiguous lead ownership, auto-renewing SaaS contracts, phone-number portability nightmares, and legacy retirement-plan liabilities. Skip this checklist and you could inherit months of downtime, regulatory fines, and surprise liabilities.

Executive summary — the most important actions up front

• Export and validate CRM data within 48 hours: ownership flags, lead timestamps, and consent records.
• Map every contract for SaaS, phone, MLS feeds, and third-party integrations — identify auto-renewals and assignment restrictions.
• Confirm phone number portability & compliance (port windows, E911, call-recording consent) before closing.
• Audit employee retirement plans (401(k), SIMPLE IRA): outstanding liabilities, required filings, and ERISA compliance gaps.
• Create a 90-day migration plan that prioritizes lead continuity, agent access, and data security.

Why the tech-stack audit matters more in 2026

Since late 2024, M&A in consumer services — especially brokerages — has accelerated. In late 2025 and early 2026 we’ve seen franchise-level conversions (for example, REMAX’s multi-office conversions in Toronto) emphasize fast, brand- and tech-driven onboarding. Buyers are now paying not just for agents and offices but for a functioning omnichannel pipeline: CRM, phone, text, MLS integrations, and the legal scaffolding that governs leads.

Recent trends that change the calculus for buyers:

• AI & data portability: CRMs now feed AI models; vendors are adding clauses about training-data usage and retention. If the seller’s CRM records were used to train models, you may inherit IP/consent exposures.
• State privacy laws: Post-2025 privacy rule updates (state-level expansions of consumer data rights) require proof of opt-ins and easy export — which many broker CRMs don't store cleanly.
• SaaS contract scrutiny: Vendors increasingly add auto-renew clauses, non-assignment provisions, and escalating per-agent fees tied to usage or AI features.
• Unified communications: A shift to UCaaS/VoIP has simplified operations — but portability, E911, and TCPA risks are front of mind.

Due diligence checklist — actionable audits by domain

1. CRM data quality & ownership (high priority)

   Why it matters: A CRM is the brokerage’s lifeblood. Bad data kills conversion, damages agent trust, and complicates valuations. Data ownership and consent records are the legal backbone for contacting leads.

   Immediate actions:

   • Request a full export (CSV/JSON) of the CRM — contacts, companies, deals, activities, attachments, custom fields, and audit logs.
   • Validate exports by sampling records in the live CRM (do fields match? are timestamps consistent?).
   • Measure data quality KPIs: duplicate rate, completeness (email/phone present), bounce rates, last activity date, and lead-to-client conversion over the last 24 months.
   • Run a dedupe and normalization pass. Flag any fields that look like manual tags used for lead ownership (e.g., "AssignedTo", "BrokerageSource", "LeadChannel").
   • Confirm opt-in and consent records for email and SMS for each contact going back as far as required by state law (often 3–7 years depending on jurisdiction and channel).
   • Test API keys and integrations: can you pull data programmatically? Note any vendor-managed middleware or ETL services.

   Red flags:

   • No exportable audit logs or truncated timestamps.
   • High stale-contact rates (>40% uncontacted >18 months).
   • Missing explicit SMS/e-mail opt-ins or consent text tied to the timestamped record.

2. Lead ownership & agent agreements (strategic risk)

   Why it matters: Who owns a lead — the agent, the office, or the brand — affects revenue split, post-close commissions, and potential legal disputes. MLS rules, referral agreements, and franchise contracts can all shift ownership.

   Checklist items:

   • Collect sample agent contracts and office agreements that reference lead assignment, CRM access, and non-compete or non-solicit clauses.
   • Extract any lead-distribution rules from internal SOPs: round-robin logic, referral pools, override rights, and manual reassignments.
   • Map the lifecycle of a lead from capture to closing: which systems touch it and when (website form, IDX feed, third-party portal, phone IVR).
   • Confirm ownership of leads captured via third-party portals (e.g., Zillow/Redfin leads) — check portal contracts for restrictions on assignment or resale.
   • Interview top-producing agents to confirm actual practices vs written policy (agents often enforce informal ownership practices).

   Red flags:

   • Agent agreements contain vague language like "company may maintain CRM records" without clarity on ownership.
   • Third-party lead vendors that prohibit reassignment or require revenue sharing on resale.

3. SaaS & tech contracts — identify liabilities and transfer limits

   Why it matters: SaaS agreements drive cost and flexibility. Assignment restrictions, auto-renewals, data-hosting locations, and indemnities create post-close surprises.

   Checklist items:

   • Obtain the master services agreement (MSA), order forms, and all amendment records for every vendor (CRM, marketing automation, MLS feeds, document-signing, accounting integration).
   • For each contract, record: renewal date, notice period for termination, auto-renewal clause, per-user pricing, and any volume discount tiers.
   • Scrutinize assignment clauses: can the contract be assigned to a purchaser, and if so, is vendor consent required? Note any change-of-control fees.
   • Request SOC 2 report, ISO 27001 certificate, vulnerability disclosure policy, and breach notification timelines from each vendor.
   • Collect subprocessor lists and verify whether any third-party subprocessors process PII in restrictive jurisdictions.
   • Search for AI-training clauses or language that allows vendor-side model training on customer data — this can create IP and privacy exposures in 2026.

   Red flags:

   • Contracts that prohibit assignment or impose large transfer fees.
   • Per-agent pricing escalators triggered by usage spikes with little notice.
   • Vendor refusal to provide SOC 2 or security artifacts.

4. Phone systems and communications (operational continuity)

   Why it matters: Agents rely on local numbers, text lines, and call recordings. Porting delays or lost numbers lead to missed business and angry agents. Compliance with TCPA, E911, and recording-consent laws is non-negotiable.

   Checklist items:

   • Inventory all numbers, extensions, and shortcodes. For each number note provider, account owner, and billing entity.
   • Test number portability: obtain proof of ownership and confirm porting windows and requirements. Some VOIP/UCaaS providers require 30–90 days’ notice or will refuse transfers entirely.
   • Review call-recording policies and consent records. Confirm where recordings are stored, retention periods, and security controls.
   • Confirm E911 settings store accurate physical addresses for each number; incorrect E911 leads to safety and regulatory issues.
   • For SMS, verify opt-in/opt-out logs and link them back to the CRM records. Ensure TCPA-compliant consent exists for all mobile numbers used for marketing.

   Red flags:

   • Numbers registered under individual agent names rather than the corporate entity.
   • Provider refuses to allow simultaneous service during porting (causes downtime).
   • No auditable recording consent for calls that are used in training or marketing.

5. Employee retirement plans & benefits (legal and financial risk)

   Why it matters: Retirement plans (401(k), SIMPLE IRAs) carry ERISA obligations. Past plan administration failures, late filings, or failed nondiscrimination tests can leave the buyer responsible for corrective distributions and penalties.

   Checklist items:

   • Collect plan documents, summary plan descriptions (SPDs), trust agreements, and recent Form 5500 filings (last 3 years) for qualified plans.
   • Obtain third-party administrator (TPA) statements and plan audit reports. Confirm if the plan is subject to an independent audit (usually for plans with 100+ participants).
   • Identify outstanding participant loans, unpaid distributions, or missing participant issues.
   • Check for required corrections under EPCRS (Employee Plans Compliance Resolution System) or DOL/IRS notices.
   • Confirm plan termination history or prior mergers that may affect vesting or liabilities.

   Red flags:

   • Missing or late Form 5500 filings.
   • TPA disclosures showing unresolved compliance failures or audit qualifications.
   • Participant-count discrepancies between payroll and plan records.

6. Security, privacy, and regulatory compliance

   Why it matters: Data breaches or privacy violations can create immediate liabilities and public-relations damage.

   Checklist items:

   • Ask for the latest vulnerability assessment and penetration test results. Require remediation timelines for open tickets.
   • Verify breach history and incident response logs. Were breaches reported timely to regulators and affected consumers?
   • Confirm privacy policy versions (and when they were shown to leads/agents). Look for cookie-consent records and proof that opt-out requests were honored.
   • Check SSO, MFA enforcement, and least-privilege access on core systems (CRM, accounting, phone admin portals).

How to prioritize findings — a practical triage matrix

After your first pass, sort findings into a three-tier triage:

• Critical (pre-close): Number portability issues, non-assignable SaaS contracts, unresolved ERISA audits, or severe data-breach history.
• Important (close with escrow/holdback): Moderate data-quality gaps, per-user contract escalators, minor privacy opt-in gaps — address with escrow or price adjustment.
• Operational (post-close 30–90 days): UI cleanups, dedupe campaigns, agent training, and consolidation of overlapping subscriptions.

Vendor and service-provider considerations (formation, registered agents, legal services)

When transitioning the acquired brokerage into your corporate structure you’ll work with formation providers, registered agents, and M&A counsel. Here’s what to compare in 2026:

• Formation providers: Choose providers that handle franchise-to-franchise conversions, multi-state filings, and have integration experience with broker-specific compliance (e.g., DBA filings tied to MLS registration).
• Registered agents: Multi-state coverage matters. For brokerages with offices in several states (like a REMAX conversion), select a registered agent that offers centralized document retrieval, e-filing, and agent-notification workflows.
• Legal services: Hire counsel with real estate brokerage M&A expertise plus tech contract experience. You need a hybrid team: franchise counsel to handle agent agreement conversions, and tech-focused contract lawyers to rework SaaS assignments, data-processing addenda, and AI-use clauses.

Service comparison quick tips

• Ask formation and registered-agent providers for case studies of conversions with 500+ agents.
• Prefer legal teams that can produce playbooks for CRM migration, phone-porting, and employee plan transition checklists.
• Negotiate fixed-fee blocks for standard tasks (e.g., 50 number ports, CRM migration, Form 5500 reviews) to avoid hourly surprises.

Advanced strategies and 2026 predictions

Advanced buyers are already adopting three strategies that will become standard in 2026:

• Data-first escrows: Instead of money-only escrows, buyers are insisting on data-delivery escrows and runbooks: verifiable CRM exports and integration keys held in escrow until migration milestones are met.
• AI liability clauses: Contracts now include explicit carve-outs for model training and require vendors to warrant they won’t use customer PII to train models without consent — a critical protection for brokers who use lead data in marketing AI.
• Phased cutovers: A 30–90 day dual-run approach where old CRM remains accessible while the buyer migrates agents and validates lead routing, reducing churn and downtime.

Practical templates & sample language to request during diligence

Ask the seller and vendors to provide these exact items and clauses:

• "Provide a full CRM export in CSV/JSON with immutable audit logs and consent records for all contacts since [date]."
• "Confirm whether the SaaS agreement contains an assignment clause that requires vendor consent; if so, provide waiver or assignment addendum."
• "List all phone numbers and provide porting authorization letters (LOAs) and current Invoices for the last 12 months."
• "Provide Form 5500 for the past 3 years, TPA contact details, and any DOL/IRS correspondence."

Case study highlight: lessons from franchise conversions

In high-volume franchise conversions reported in late 2025 — including multi-office shifts like the REMAX Toronto affiliations — buyers found the biggest friction points were:

• Phone-number porting delays: several offices lost SMS lines for weeks because numbers were tied to agent personal accounts.
• Lead ownership disputes: long-tenured agents claimed proprietary rights to leads captured on their personal websites despite CRM tags showing company capture.
• Unexpected SaaS costs: per-agent AI features triggered large license increases after a change-of-control clause was exercised.

Takeaway: include phone porting plans and lead-assignment confirmations in your closing conditions; negotiate maximum per-agent price caps for the first 12 months post-close.

Post-close 90-day playbook

1. Day 0–7: Secure all admin credentials in a vault, place critical vendor contracts under review, and confirm escrow triggers.
2. Day 7–30: Execute number-porting schedule, migrate CRM data in a sandbox, and run dedupe/consent reconciliation. Communicate change plan with agents and offer short training sessions.
3. Day 30–90: Cutover to production CRM, turn off legacy integrations, reconcile billing, and finalize any holdback releases tied to tech milestones.

Red flags that should delay or renegotiate a deal

• Vendor refuses to permit assignment or demands excessive transfer fees.
• Missing consent records for >20% of active leads used for outreach.
• Plan audits show unresolved ERISA violations or repeated late filings.
• Phone numbers are tied to individuals with no corporate ROFR/assignment documents.

"Buyers in 2026 win by treating data as the product. The technical and contractual details you solve now determine whether agents stay — or leave — in the first six months."

Actionable takeaways — your immediate to-do list

• Within 48 hours request full CRM exports and consent logs and validate they’re complete.
• Map every vendor contract and flag assignment or auto-renewal language.
• Obtain LOAs for all phone numbers and verify porting feasibility and timelines.
• Pull Form 5500 and TPA statements for employee retirement plans; seek counsel for any irregularities.
• Negotiate escrows tied to specific tech milestones (data handoff, successful number ports, plan compliance remediation).

Next steps & call to action

Acquiring a brokerage in 2026 demands technical, legal, and operational coordination. If you’re preparing an offer, start with the CRM export and the vendor-contract map. Want a downloadable checklist you can use in negotiation and closing? Need a vetted list of formation providers, registered agents, or tech-M&A counsel who have executed broker conversions at scale? Contact our team for a tailored diligence package and vetted service-provider comparisons — we’ll help you lock down the tech risks before you sign.

Ready to move quickly? Request our 90-day migration playbook and sample vendor addendum to protect price and continuity during your brokerage acquisition.

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