What belongs on a due diligence checklist before documents go in the room

Corporate: 1) certificate of incorporation and constitutional documents, 2) share register and cap table, 3) board and shareholder meeting minutes for at least the last three years, 4) shareholder and investor rights agreements, 5) any group structure chart showing subsidiaries and holding entities.

Financial: 1) audited annual accounts for at least three years, 2) current management accounts, 3) the financial model or forecast, 4) a schedule of debt and any guarantees, 5) details of any related party transactions, 6) working capital and cash flow analysis.

Commercial: 1) top customer and supplier contracts, 2) any change of control clauses in material contracts, since these can trigger termination or consent rights on a sale, 3) partnership, agency and distribution agreements, 4) pricing and discount policies.

Intellectual property: 1) registered patents, trademarks and domain names, 2) licensing agreements in and out, 3) a summary of open source software usage, 4) IP assignment agreements from founders and contractors. Employment: 1) employment contracts for senior staff, 2) share option and incentive scheme documentation, 3) an organisation chart, 4) any outstanding employment disputes or tribunal claims.

Litigation and compliance: 1) a schedule of current and past litigation, 2) regulatory correspondence and any enforcement action, 3) licences and permits required to operate, 4) insurance claims history. Real estate and assets: 1) property leases and title documents, 2) a fixed asset register, 3) equipment and vehicle schedules.

Tax: 1) corporation tax returns for at least three years, 2) VAT or sales tax filings, 3) transfer pricing documentation for groups with cross border entities, 4) correspondence with tax authorities regarding any open enquiries. A lender or acquirer's tax adviser will usually ask for these before anything else, since undisclosed tax liability is one of the most common causes of post completion disputes.

Where an item genuinely does not exist, a small company with no litigation history, or a startup with no real estate, note that explicitly in the room rather than leaving the folder empty with no explanation. A one line note stating that there is no material litigation to disclose reads as diligence; an empty folder reads as an oversight the buyer has to chase.

For items that exist but cannot yet be shared, an unsigned contract still in negotiation, for example, flag the expected availability date so the buyer's team can plan their review timeline rather than assuming the document has been withheld deliberately.

This checklist pairs directly with the folder structure in our data room index template. For platform comparisons that include built in checklist templates, such as Ansarada and Drooms, see the full ranking at /rankings, the method at /methodology and pricing at /pricing.