1.
Legal Due Diligence Documents
Ø Shareholder certificate documents
Ø Local/state/federal business licenses
Ø Occupational license
Ø Building permits documents
Ø Zonal and land use permits
Ø Tax registration documents
Ø Power of attorney documents
Ø Previous or outstanding legal cases
2.
Financial Due Diligence Documents
Ø Up to date tax returns documents
Ø Audited financial statements (at
least 3 years)
Ø Auditor's correspondence for last
five years
Ø Copies of all loans and credit
agreements
Ø Details of company investments
(bonds, marketable securities, etc.)
Ø Capital structure
Ø Projections, capital budgets, and
strategic plans
Ø Up to date tax and pension
liabilities
Ø Details on when contracts and leases
are renewed and whether the terms change
Ø Details of stockholders (percentage
holdings, voting rights, etc.)
Ø Foreign exchange reserves
Ø List of unrecorded liabilities
Ø List of collateral for debt
Ø Details of owner withdrawals (if any)
Ø Revenue by client (if possible)
Ø Gross margins analysis
Ø Fixed/variable expenses analysis
Ø List of non-operational expenses
Ø General ledger
3.
Sales and Marketing Due Diligence Documents
Ø
Detailed overview of sales and marketing strategy
Ø
Marketing/sales coordination protocols
Ø
Revenue listed by customer
Ø
Exhibit relationship between marketing expense and revenue
growth
Ø
Details of existing sales contracts (and when they expire)
Ø
List of top 10 suppliers
Ø
Sales reports by category of product or service
Ø
Details of credit terms with customers
Ø
Current market share (if possible)
Ø
Percentage of sales owing to each sales channel (e.g. online,
offline, direct sales, etc.)
4.
Human Resources Due Diligence Documents
Ø
Provide a list of current employees and independent contractors
Ø
Employee rules of conduct handbook and safety policies
Ø
Detail past employee disputes (if any)
Ø
Detail employee and independent contractor terms of employment
Ø
Detail updated employee resumes
Ø
Outline policy of working with labor union (if any)
Ø
Outline training conducted with existing employees
Ø
Worker's compensation/unemployment claims history
Ø
Outline policy of bonuses, incentives, commissions and deferred
commissions
Ø
Detail policies for sick days, paid holidays, paid vacations and
overtime pay
5.
Property, Plant, and Equipment Due Diligence Documents
Ø
Equipment
Ø
Real estate
Ø
Technology
Ø
Inventory
6.
Contract Due Diligence Documents
Ø
Customer contracts
Ø
Supplier contracts
Ø
Joint venture/partnership agreements
Ø
Settlement agreements
Ø
Franchising agreements
Ø
Accounts receivable schedule
Ø
Accounts payable schedule
Ø
Equipment leases
Ø
Non-compete agreements
Ø
Employee contacts
Ø
Loans, credits, and guaranties agreements
7.
Intellectual Property Due Diligence Documents
Ø
Trade secrets
Ø
IP claims and litigation
Ø
Domain names
Ø
Issued patents
Ø
Patent applications
Ø
Design patents
Ø
Design patent applications
Ø
Industrial designs
Ø
Industrial design applications
Ø
Liens on intellectual property
Ø
Copyrights
Ø
Licenses
Ø
Licensing agreements
Ø
Trademarks
Ø
Agreements/documents regarding ownership and rights of use of
advertising copy, trade-marks, logos, and slogans
8.
Company's Good Standing and Organization Due Diligence Documents
Ø
Organizational Chart
Ø
Shareholders/percentages owned
Ø
Voting trusts, subscriptions, calls, puts, options, and
convertible securities agreements
Ø
State of incorporation status reports for the last three years
Ø
Assumed names
Ø
Company minutes book
Ø
Company bylaws and amendments
Ø
List of the states and countries where the company has
employees, owns assets, leases assets, and does business
Ø
The Articles of Incorporation/amendments.
Ø
Annual reports for the last three years.
Ø
A Certificate of Good Standing from each Secretary of State
where the company conducts business
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