Due Diligence Documents Checklist

Articles of incorporation

Corporate by-laws and any amendments

Minute book containing ownership and board meeting minutes

Certificate of Good Standing

List of subsidiaries and any other entities in which the company has an equity interest

List of all jurisdictions where the company is authorized to conduct business

Any documents relating to reincorporation or restructuring

Business plan

List of officers and directors

Organization chart

Records surrounding issuances or grants of stock, options and warrants

List of all shareholders, including their number of shares, dates of issuance and type of consideration received

Documentation of past and current shareholder agreements, rights, and other matters concerning ownership

List of all business locations where the company owns/leases property, maintains employees and/or conducts business

Copy of the company’s compliance policy and written standards of conduct

Copies of any governmental licenses, permits or consents

Any correspondence, citation, notice or documents relating to any proceedings of any regulatory agency

Any documents filed with the SEC or any state or foreign securities regulatory agency (if applicable)

Any material reports to government entities and agencies (including the EPA and OSHA)

Analysis of potential antitrust issues (if applicable)

Documentation surrounding the capitalization of the company

Three years of annual and quarterly audited financial statements, with the auditor’s reports

Unaudited financial statements for comparison

Latest interim financial information

Future financial projections

Descriptions of strategic plans

Budget plan

Any auditor communication to management for the past five years

Schedule of accounts receivable and accounts payable

A description of depreciation and amortization methods and changes in accounting methods over the past five years.

Copy of the company’s general ledger

Copies of any debt financing documents (i.e. loan agreements, credit agreements, promissory notes, compliance certificates, etc.)

Copies of any equity financing documents (i.e. stock purchase agreements, subscription agreements, etc.)

List of internal control procedures

Schedule of any deferred revenue

Overview of company’s operating model showing key systems and processes (both insourced and outsourced)

Description of the change management process when a change to the operating model is needed

Copies of any documented procedures

Overview of the organizational / functional structure of the teams

List of company’s primary and support activities

A summary any tests, evaluations, studies, surveys, and other data regarding existing and under development products/services

Identification of key performance indicators, value drivers and cost drivers

Information around sales and marketing procedures, including research, messaging, CRM systems and processes, and lead generation practices

List of all third parties in the supply chain

A breakdown by manufacturing site of the products manufactured, personnel employed, number of shifts and capacity

Documentation around supply chain processes (i.e. delivery times, inventory availability, transportation mode/costs, facility costs, inventory investment, contract manufacturers, etc.)

List of main suppliers and their discounts, terms and credit limits

Details around distribution model and channels

Federal, state, local and foreign income tax returns for the last three years

State sales tax returns for the last three years

Excise tax filings for three years

Employment tax filings for past three years

Documentation around tax structure and key tax elections

Any audit adjustments proposed by the IRS

Documentation around any tax liens or settlements

Copies of any audit and revenue agency reports

Any pending or threatened litigation against or initiated by the company

Any settled or concluded litigation against or initiated by the company

All active litigation files

Any consent decrees, injunctions, judgments, settlements or other orders

Copies of all contracts

Any loan agreements, bank financing agreements, and lines of credit to which company is a party

Licensing or franchise agreements

Copy of all guarantees to which the company is a party

Information as to any past or present governmental investigation

Copies of all attorneys' responses to audit inquiries and all attorneys’ letters to auditors

List of software used by the company and copies of any applicable licensing agreements

Any IT outsourcing agreements

Current system usage and age

A list of interfaces that link systems together

Documentation around IT processes including applications development, IT operations, disaster recovery, IT security, and cost management

Information around security and controls framework

Details surrounding any hack, breach or any other cybersecurity incident

List of all owned or leased properties and applicable details (i.e. rent amount, location, dates, etc.)

Details on all sales and purchases of major capital equipment in the last three years

Copies of all lease agreements for equipment

Copies of real estate deeds, appraisals, mortgages, leases, surveys, title policies, use permits and any other relevant documentation

Schedule of owned and leased fixed assets, including description, date acquired, value and location

Copies of any equipment appraisals

Copy of inventory listing, including item description, item number, date, units, and cost for the most recent year-end and month-end

Description of practices regarding inventory aging, valuation, and obsolescence, and any methodology changes

Any UCC filings

Schedule and copies of all intellectual property registrations and pending application

Copies of the chain of title records

Documentation around any claims or threatened claims by or against the company regarding IP

Copies of any IP-related agreements (i.e. licensing, collaboration, research and development, etc.)

List of the company’s active websites and social media accounts

Documentation around all proprietary and/or customized software and IT systems utilized by the company

General descriptions around proprietary know-how, trade secrets, technology and/or processes

Documents detailing the company’s approach to IP protection and enforcement (i.e. confidentiality and non-disclosure agreements, employment agreements around IP, etc.)

A list of all licensing revenue and expenses

Employee demographic information (age, location, title, tenure, skillset, compensation, etc.)

Employee handbook (should cover policies, benefits, procedures and training)

Files containing all employee relations matters – including any past/current disputes or complaints

All employee, non-disclosure, non-solicitation and non-compete agreements

Copies of all stock option and stock purchase plans

Resumes of key employees

Documentation around qualified and nonqualified retirement plans

Assessment of the competencies, skillsets and capabilities of employees

Performance review schedules and structure

Recruiting and onboarding process

Copies of payroll documents

Copies of any labor or employments contracts

List of products and services offered and in development

Market research including size, share, trends, drivers, demand, conditions, opportunities, threats, differentiators and outlook

Profiles of major competitors

List of top customers

Customer analysis including customer segments, demographics, churn rate, satisfaction, customer acquisition cost, NPS score and lifetime value

List of major suppliers

Identification of any barriers to entry in the marketplace

A summary of all complaints or warranty claims

Copies of long-term sales contracts

Agreements with distributors, value-added resellers and dealers

Interviews with past and present owners, operators and occupants

Copies of any violations, complaints or requests for information regarding environmental, workplace safety and health

Historical sources of information (i.e. aerial photographs, fire insurance maps, chain of title documents, and land use records)

Federal, state, local and tribal government records

Records concerning adjoining or neighboring properties

Permits and records relating to environmental matters such as underground storage tanks, air quality, water use, solid/liquid wastes and hazardous waste storage or disposal