Download Due Diligence Checklist (Industry Proven)

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This form is used in connection with a due diligence investigation of a company. It is a request for documents and information from a company in connection with a legal due diligence investigation for a venture capital investment.

Due Diligence Checklist

As part of a potential transaction with venture investors, please provide us with the following materials or information relating to [Transaction], and any subsidiaries of the [Company]. Upon review, we may require additional documents. If compiling any of the requested items would be unduly burdensome, please let us know so that we may arrange a less burdensome alternative. If you have already delivered any of the information, please so indicate and you need not provide an additional copy.

Acquisition Documents and Sales of Securities

All other agreements pursuant to which the [Company] has acquired securities or has issued (or may be obligated to issue) securities.
All private placement memoranda, prospectuses, or other documentation relating to the offering or acquisition by the [Company] of securities.
All reports to, documents filed with, and correspondence with the Securities and Exchange Commission for the past five years.
All reports to, documents filed with, and correspondence with any state securities commission.
All agreements and other documentation concerning any sale of material assets (including any agreements in principle) to which the [Company] is a party.
Copies of all agreements and plans entered into by the [Company] or any of its subsidiaries relating to the acquisition of, or merger with, a business, or an interest in any business, whether by acquisition of shares, acquisition of assets, or otherwise.

Business Descriptions

All market studies, feasibility studies, analyses, and similar reports concerning the [Company] prepared within the past five years. All marketing and other descriptive brochures regarding the [Company] prepared within the past five years.
All press releases issued by the [Company] during the past five years, and any press clippings that refer to the [Company], if available.
Recent analyses of the [Company] or its industries prepared by investment bankers, engineers, management consultants, accountants, or others, including marketing studies, credit reports, analyst reports, and other types of reports, financial or otherwise.
Including any projections, capital budgets and strategic plans.

Consents

List and brief description of any of the [Company] contracts, leases, security agreements, licenses, authorizations, etc., that may require the consent of any third party (including any governmental agency or instrumentality) to the proposed transactions.
Indicate any other notification required to be given to or consents required from any third party (including any governmental agency or instrumentality) in connection with the proposed transactions.

Consulting Services

Provide organization chart for the Consulting Services organization, include physical location of each Consulting employee.
Provide the current fiscal year business plan for the Consulting organization. Include summary of current customer engagements and backlog of projects.
Provide work Flow Chart depicting how customers acquire and receive delivery of Consulting and Professional Services ? i.e. map that documents all steps necessary to complete the customer engagement, start to finish:
1. Business Model for Services including but not limited to:
2. Utilization rate of consultants, including total average utilization
3. Billable hours, revenue targets, and performance against Revenue targets
4. Length of customer engagements ? what is the average?
5. Internal Projects ? how are they funded and managed across departments?
Provide standard consulting contract and a summary of typical contract terms (fixed price vs. time & materials on engagements, etc).
Provide rate sheet that outlines the customer service pricing, based on level of consulting expertise and services delivered.
Provide examples of customer proposals that outline work proposed, scope of project, desired outcome.
Provide at least 3 references of work completed, preferably complex engagements.
Copies of marketing literature/customer collateral of all Services and Support products and offerings that are available to customers (include Web Site locations where same information is publicly available).
List systems used to manage the Consulting business and their functions.

Contracts and Arrangements

All standard forms of agreements used by the [Company].
All warranty agreements, including all forms of product warranties, of the [Company] currently in force with respect to completed and executory material contracts.
A list and description of all significant oral contracts and commitments.
All currently effective guarantees given by the [Company] concerning the payment or performance of obligations of third parties.
All sales agency and distribution agreements.
A list of all contracts and commitments under which a default has occurred or is claimed to have occurred, setting forth the following:
1. Nature of default;
2. Name of party in default;
3. Monetary amount claimed; and
4. Current status of contract or claim.
A list of all contracts subject to renegotiation (indicating those contracts currently being renegotiated).
All agreements to which the [Company] is (or was within the past five years) a party and in which any officer, director, employee, or shareholder of any such companies has (or had) an interest (whether directly or indirectly).
Copies of all agreements not to be performed within three months or involving over $25,000 whether or not entered into in the ordinary course of business, except (a) agreements for the sale of merchandise or standard sales order forms entered into in the ordinary course of business, and (b) agreements referred to elsewhere herein.
Copies of all contracts with advertising or public relations agencies.
Copies of all standard forms of sales and purchase orders.
A list of all significant suppliers (representing in excess of 5 percent of annual purchases) of the [Company], with an indication of the amount paid to each such supplier during the [Company]'s most recent fiscal year and the estimated number of alternative suppliers.
All executory contracts, as amended to date, with each of the above-referenced suppliers, and all related purchase orders.
Brief description of contractual or customary credit terms available from suppliers and manufacturers, and copies of all agreements with suppliers and manufacturers.
List and briefly describe all agreements and arrangements with distributors, dealers, sales agents, or representatives. Furnish copies of all such written agreements.
List and briefly describe all agreements and arrangements whereby the [Company] or any subsidiary acts as a distributor. Furnish copies of all such written agreements.
List and briefly describe all agreements relating to the supply of material and other raw materials and supplies. Furnish copies of all such written agreements.
Copies of all forms of product warranties or guarantees, if any, given by the [Company] or any of its subsidiaries.
Copies of all agreements and other documentation relating to the acquisition of any business constituting a part of the [Company], or sale or proposed sale of any business owned by it in the past five years.
Copies of joint venture or partnership agreements to which the [Company] or any subsidiary is a party.
Copies of all franchise or distribution agreements between the [Company] or any of its subsidiaries and any third party concerning the manufacture, sale, or distribution of the [Company]'s or its subsidiaries' products or services. If any such agreements are oral, summarize the terms thereof.
Copies of all agreements not previously listed with suppliers, independent agents, salespersons, or others involving the payment of commissions; or other consideration or discounts with respect to the manufacture, sale, or distribution of the [Company]'s or its subsidiaries' products or services. If any such agreements are oral, summarize the terms thereof.
Brief description of any contracts restricting the ability of the [Company] or any subsidiary to compete in any line of business with any person or entity, or committing the [Company] or any subsidiary to continue in any line of business.
Advise if there are any facts or circumstances that may give rise to the cancellation or termination of, or claim for damages or loss under, any of the agreements, arrangements, or understandings referred to herein.
List and describe all leases, licenses, agreements, and contracts involving the payment of more than $25,000 in the aggregate, currently in the process of negotiation.
Copies of agreements granting to the [Company] any right of first refusal to acquire any business or assets, or pursuant to which the [Company] has granted any such rights.
List the material terms of all contracts and arrangements for:
1. Trucking and other delivery and
2. Warehouse space.
Copies of all material research and development agreements.
All technology license agreements to which the [Company] is a party, as licensor or licensee.
Documents relating to the [Company]'s internal determinations as to whether it can, or should, fulfill a particular contract.

Corporate and Organizational

Certified copy of certificate of incorporation of [Company], as currently in effect.
- All amendments thereto
Certified copy of bylaws of the [Company], as currently in effect.
- All amendments thereto.
Access to minute books of the [Company].
- Including all minutes and resolutions of shareholders and directors, executives committees, and other governing groups.
A description of any predecessor corporation, partnership, or other entity and dates of any mergers or dissolutions of the same.
Minutes of Board of Directors meetings, Board committee meetings, and shareholder meetings of the [Company], and records of any actions taken by written consent by such groups from the date of the [Company]'s inception.
Access to stock books and stock transfer ledgers of the [Company].
List of states and foreign countries in which the [Company] is qualified to do business, including names and addresses of registered agents and list of states and foreign countries in which the trade names of the [Company] are registered.
Long-form Good Standing Certificate from the Secretary of State of the state where the [Company] is incorporated.
- Including payment of taxes for state of incorporation and every state and foreign country in which the [Company] is qualified to do business.
Copies of active status reports in the state of incorporation for the last three years.
List of states and foreign countries in which tax returns are filed because of the ownership of property or conduct of business by the [Company].
List of states and foreign countries, if any, in which the [Company] is not qualified to do business and does not file tax returns but in which it maintains an office, a stock of goods, employees, or an agent who is a resident of any state in which he or she solicits orders.
Current organizational chart for the [Company] and subsidiaries, operating divisions, and hierarchy of officers. Provide a list of the officers and directors of the [Company] and a brief description of their duties.
All names under which the [Company] or any predecessor thereof has done business in the past five years.
- Including a list of the [Company]'s assumed names and copies of registrations thereof.
List of all the names and jurisdictions of incorporation of the [Company]'s subsidiaries, if any, and percentages and methods (i.e. direct or indirect through another subsidiary) of ownership thereof. Minutes of Board of Directors meetings, Board committee meetings, and shareholder meetings, and records of any actions taken by written consent by such groups, for each such subsidiary from the date of inception. Please complete the following template to provide information with respect to each affiliate of the [Company]:
- List of states, provinces, countries and/or other jurisdictions in which the [Company] and any subsidiary is registered or qualified to do business and copies of documentation evidencing such qualification. List of any other states, countries and/or other jurisdictions in which the [Company] or any subsidiary.
  1. Owns or leases property
  2. Products are produced or sold, or
  3. Employees, consultants, or distributors reside or operate on behalf of [Company] or any subsidiary.
List of states, provinces, countries and/or other jurisdictions in which the [Company] and any subsidiary are contemplating taking such actions within the next 12 months.
Copies of organizational documents for any partnership, joint venture or other affiliations of which the [Company] or any subsidiary is a member.
Summary of any acquisitions or dispositions of substantial assets or businesses by the [Company] or any of its subsidiaries and copies of all agreements regarding those acquisitions or dispositions.
Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and convertible securities.
Summaries of any transactions between or among the [Company], its subsidiaries, and any of their shareholders, directors, officers, or any other related parties from incorporation to date, and copies of any agreements reflecting such arrangements.
Listing of all party related party transactions during the past two years, including support for the valuations of the transactions.
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Contents: Over 33 pages and 600 questions Format: MS Word, and PDF Distribution: Immediate Electronic Download

Contents: Over 33 pages and 600 questions
Format: MS Word, and PDF
Distribution: Immediate Electronic Download