Getting it Together
A Startup Due Diligence Checklist
Getting it Together – A Startup Due Diligence Checklist
The Innovators Network provides this checklist as a guide for entrepreneurs to collect and organize important documents as they prepare to raise funding or an acquisition. It should be considered a set of basic guidelines and not a comprehensive list of all documents that might be needed during legal and financial proceedings.
Company Organization
- List of officers
- Articles of incorporation
- By-laws
- List of jurisdictions where company is qualified to do business, and supporting documentation
- Meeting minutes from board of directors meetings
- List of subsidiaries or entities in which the company has an equity interest
Ownership and Control of the Company
- Capitalization documents, including outstanding capital stock, securities, options, warrants, and similar interests
- List of security holders in the company
- Copies of any voting agreements, stockholder agreements, proxies, transfers, rights of first offer, refusal, preemptive rights, etc., regarding ownership or control
of the company
Assets and Operations
- Annual financial statements
- All current budgets and projections
- Any auditor letters and reports
- Inventory valuations
- Description of real estate owned by the company and copies of related documents
Intellectual Property
- Patents
- Trademarks
- Tradenames
- Service
- Copyrights
- Applications for the above
- Patent search reports
Reports
- Copies of studies, appraisals, reports, analyses or memoranda relating to the company and its products
- Current descriptions of the company that may have been prepared for any purpose, including brochures
- Descriptions of any customer quality awards, ISO certifications or other awards
- Copies of analyst of market reports concerning the company
Compliance with Laws
- Copies of all licenses, permits, certificates, authorizations, registrations, etc., from all governmental authorities
- Description of any pending or threatened proceedings and investigations
- Schedule of latest dates of inspection of the company's facilities
- Description of the potential effect on the company of pending or proposed regulatory changes
- Schedule of any significant U.S. import or export restrictions that relate to the company's operations
- Any correspondence with or complaints from third parties relating to the marketing, sales, or promotion practices of the company
Litigation
- List of all litigation, arbitration and governmental proceedings relating to the company, its directors, officers, or employees
- All joint venture and partnership agreements
- All material agreements for real and personal property owned by the company, including mortgages, pledges, security agreements, and financing statements
- Copies of all property leases
- Indemnification contracts or arrangements
- Loan agreements, notes, lines of credit, lease financing arrangements, installment purchases, etc.
- List of significant vendor and service provider agreements
- Any agreements or arrangements relating to any other transactions between the company and any director, officer, stockholder or affiliate
- Copies of insurance and indemnity policies and coverages
Employees, Benefits, and Contracts
- Copies of employee benefit plans
- Copies of employee contracts, consulting agreements, severance agreements, independent contractor agreements, non-disclosure agreements and non-compete
agreements - Copies of collective bargaining agreements and related plans
- Copies of employee handbooks and policy manuals
- Copies of PSHA examinations
- Results of any formation employee surveys
Tax Matters
- Copies of returns for the three prior closed tax years
- Audit and revenue agents reports
- Settlement documents and correspondence
- Description of accrued federal, state and local withholding taxes and FICA
- List of all state, local and foreign jurisdictions in which the company pays taxes or collects sales taxes from its retail customers
