General information about the organization
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.
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
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.