Tags
Due Diligence
File
checklist
Files & media
Target Structure
- Legal entity name and registration details
- Category of shares and shareholding pattern
- Capitalization and funding history
- Loan, debt and encumbrance details
- Material subsidiaries or parent entities
- All licenses, approvals and registrations obtained
Cap Table & Documents
- Shareholding pattern - founders and employees equity % breakup
- ESOP details - pool, vesting schedule, exercised status
- Review all incorporation documents - MOA, AOA and amendments
- Examine shareholder and employment agreements
Legal & Compliance
- Check for any pending or past litigation/disputes involving target
- Compliance status with all tax laws - GST, income tax, TDS etc.
- Due diligence of existing customer contracts
- Review of material supplier contracts and IP agreements
- Status of all statutory corporate records and filings
Finance & Accounts
- Audited financial statements of last 3 years
- Evaluation of revenues, expenses, profitability trends
- Pending tax returns and disputes, if any
- Details of loans, liability and contingent liabilities
People Due Diligence
- Employee list with designation and joining date
- Key management remuneration and incentives
- Background check of founders and leadership team
- Gain clarity on critical hires to retain
Deal Structure
- Proposed consideration mix - cash vs stock
- Vesting schedule for unvested founder stock
- Plan for employees retention and incentives
- Identify liabilities to be excluded from acquisition