Can I find out if a business is using unlicensed software that could create liability for me?

It's worth checking directly, since unlicensed or under-licensed software use is a real and sometimes underappreciated liability in a business purchase, and it isn't always something you can uncover just by looking at how the business operates day to day. Software vendors can audit licensing compliance, and using software beyond what's actually licensed — more users, more devices, or more functionality than the licence permits — can expose the operating business to claims for back-licensing fees or, in more serious cases, damages.

If you're buying shares, this liability generally comes with the corporation, since it's the same entity that's been using the software all along. If you're buying assets and continuing to use the same software going forward under your own name, you're effectively starting your own licensing relationship, and it's worth confirming what's actually licensed (and to whom) rather than simply continuing to use whatever's already installed.

Ask the seller for a list of software in use and copies of the underlying licences, and have your own IT resource compare actual usage against what's licensed before you rely on continuing to use it. A Treadstone business lawyer can help build representations about software compliance into the purchase agreement.