With Uganda’s compliance systems undergoing significant changes, SMEs must adapt their management teams in a manner that ensures they keep abrest of these changes. This article highlights the critical importance of governance and taxation non-compliance risk due diligence in mergers and acquisitions but more importantly, it provides for SMEs a key lesson to draw; which is that bad tax compliance practices and inadequacies in governance will almost without a doubt always end up shackling the business with substantial tax liabilities which can easily kill off the business.