Legal due diligence is where deals get made or broken. This checklist organizes the full request list by category so nothing falls through the cracks — and gives you a clear picture of what the other side will want to see before you get to the table.
Corporate & Governance
- Certificate of incorporation, articles, bylaws (all versions)
- Cap table — current and fully diluted, signed by CFO
- Board resolutions and meeting minutes (3 years)
- Stockholder agreements, voting agreements, ROFRs
- List of all subsidiaries and organizational chart
Financial
- Audited financials or reviewed financials (3 years)
- Most recent month-end management accounts
- Tax returns (federal, state, international) for 3 years
- Outstanding tax liabilities, disputes, or audits
- Debt instruments, credit agreements, and guarantees
Intellectual Property
- Patent portfolio: issued, pending, and abandoned
- Trademark registrations and applications
- Copyright registrations
- IP assignment agreements from all founders and employees
- Open source usage and license compliance audit
- Material IP licensing agreements (in-bound and out-bound)
Contracts & Commitments
- Top 20 customer contracts (MSAs, SOWs, order forms)
- Material vendor and supplier agreements
- Employment agreements for key personnel
- Non-compete and non-solicit agreements
- Real estate leases and equipment financing
- Partnership and reseller agreements
Litigation & Regulatory
- Pending and threatened litigation (all jurisdictions)
- Regulatory correspondence and consent decrees
- OSHA, EPA, and other regulatory filings
- Insurance policies (D&O, E&O, cyber, general liability)