This information is freely available. The page is getting a lot of hits, as this due diligence checklist is thorough and comprehensive. But still, do not forget to discuss each point with a lawyer or dedicated agency. There are likely to be some additional suggestions or amendments.
General information about the organization
Companies that are direct and indirect subsidiaries
The market capitalization of the company, namely data on:
- number of declared shares
- number of issued shares
- an indication of those who legally own these shares
Certificate or charter of the company and statutory acts, or acts of the organization and the current agreement.
Minutes of meetings of shareholders, boards of directors, other committees over the past three years
Agreements concluded between shareholders or directors regarding property rights, company management, control.
Documentation providing information on early financing and capital issuance, along with:
- Agreement of Purchase and Sale of Shares
- agreements concluded between some or all of the shareholders
- Registration Rights Agreements
All documents and contracts regarding employment, compensation for losses, development, loans concluded between directors.
Books containing detailed information about the company’s stock and all transactions related to that(Stock Book and Stock Ledger), here also all other relevant records
Information about options, powers of attorney, rights with an indication of the shareholder, the allowed number of options, time frames if any, the position of the option-holder is also specified, and all copies of documents outlining the above aspects are attached (warrants, options, rights, etc.)
If the company owns real estate or plots, it submits a list of addresses where these real estate objects are (rented and those that are property)
State approvals of the company, existing powers, licenses, here a company is obliged to provide all relevant correspondence
Agreements that indicate the company’s involvement with any authority, for example, state or local.
A list of each direct or indirect subsidiary of the Company:
- Capitalization of the Company showing the number of authorized shares of each class or series of capital stock, the number of issued and outstanding shares of such stock, and the record owners of such shares.
- Certificate or articles of incorporation and bylaws of the Company, or articles of organization and operating agreement in effect.
- Minutes of meetings of the Company’s stockholders or members, board of directors, or any committee thereof, for the last 3 years.
- All agreements among stockholders or members of the Company relating to management, ownership, or control of the Company.
- All documents entered into with respect to or related to any prior financings or equity issuances of the Company, including, but not limited to, Stock Purchase Agreements, Stockholders Agreements and Registration Rights Agreements.
- All correspondence and agreements between or among the Company and the directors or officers of the Company relating to indemnity, employment, loans, or advances.
- Stock books, stock transfer ledgers, and other stock records of the Company.
- A list of options, purchase rights, and warrants issued by the Company specifying the name of the holder, the number of options, rights or warrants issued, the date granted, the option or purchase price, and the position of the holder with the Company, together with copies of option, right or warrant agreements.
- An address list of the locations of all land, buildings, and other improvements either leased or owned by the Company.
- All material governmental permits, licenses or authorizations, and related correspondence, of the Company.
- Other than customer contracts, any agreements with any federal, state, or local regulatory authorities to which the Company is a party.