---
title: Legal Due Diligence Checklist (Free CSV) | HelpRange
url: https://www.helprange.com/due-diligence-checklist/legal
---

[Due diligence checklists](https://www.helprange.com/due-diligence-checklist)

# Legal due diligence checklist

What a buyer's or investor's lawyers review before a transaction – title to the shares, the company's contracts, disputes, licences, IP and employees – as a numbered checklist.

 [See the checklist](#checklist)

Legal due diligence answers a narrow but critical set of questions: does the seller actually own what it is selling, is the company properly constituted and authorised, which contracts and liabilities come with it, and will the transaction itself trigger consents, termination rights or filings? The output is usually a legal due diligence report with a red-flag summary, which then drives the warranties, indemnities, conditions and price adjustments in the purchase agreement.

The folders below follow the order in which lawyers typically review a target. Corporate records come first because everything else depends on them: if the cap table is wrong, every other analysis is built on sand. Contracts and change-of-control come next, because they decide what the buyer is really acquiring. The numbering continues the corporate / legal / IP structure of a standard data room index, so you can merge it with the financial and tax lists without renumbering.

## Legal due diligence checklist – 8 folders, 57 documents

Numbered like a data room index: use the sections as folders and keep the numbers in file names.

### 1. Corporate & ownership

1. 1.1Certificate of incorporation and constitutional documents
2. 1.2Shareholder register, share certificates and transfer records
3. 1.3Cap table reconciled to the register
4. 1.4Shareholders' agreements, voting agreements and pre-emption waivers
5. 1.5Board and shareholder minutes and resolutions (last 3–5 years)
6. 1.6Details of directors and officers and their appointments
7. 1.7Group structure chart and subsidiaries' constitutional documents
8. 1.8Encumbrances, pledges or options over shares
9. 1.9Filings with the companies registry

### 2. Material contracts

1. 2.1Material contracts register (value, term, termination rights)
2. 2.2Top customer contracts
3. 2.3Top supplier and outsourcing contracts
4. 2.4Contracts with change-of-control, assignment or exclusivity clauses
5. 2.5Agency, distribution, franchise and reseller agreements
6. 2.6Joint venture, partnership and shareholder arrangements in other entities
7. 2.7Loan agreements, guarantees and security documents
8. 2.8Contracts with related parties (shareholders, directors, their families)
9. 2.9Government contracts and public grants with clawback conditions
10. 2.10Standard terms and conditions of sale and purchase

### 3. Litigation & disputes

1. 3.1Schedule of pending, threatened and settled claims (last 5 years)
2. 3.2Pleadings and counsel's assessment for material claims
3. 3.3Settlement agreements, judgments and consent orders
4. 3.4Product liability and warranty claims
5. 3.5Customer complaints log for regulated products or services
6. 3.6Insurance notifications for claims

### 4. Regulatory & compliance

1. 4.1Licences, permits and regulatory authorisations
2. 4.2Correspondence with regulators and inspection reports
3. 4.3Anti-bribery and corruption policy and training records
4. 4.4Sanctions and export control screening
5. 4.5Competition law issues and any merger filings
6. 4.6Whistleblowing reports and internal investigations
7. 4.7Environmental, health and safety permits and incidents

### 5. Intellectual property

1. 5.1Registered IP schedule (patents, trademarks, designs, domains)
2. 5.2IP assignment agreements from founders, employees and contractors
3. 5.3In-licence and out-licence agreements
4. 5.4Open source usage report and licence obligations
5. 5.5IP disputes, oppositions and cease-and-desist letters
6. 5.6Confidentiality and non-disclosure agreements

### 6. Employment

1. 6.1Key employment and executive service contracts
2. 6.2Standard employment contract templates
3. 6.3Contractor and consultant agreements
4. 6.4Incentive, option and bonus plan rules and grant letters
5. 6.5Collective agreements and works council consultations
6. 6.6Employment claims, disciplinary matters and settlements
7. 6.7Restrictive covenants of key employees

### 7. Real estate

1. 7.1Title documents for owned property
2. 7.2Leases, licences and rent deposit agreements
3. 7.3Landlord consents required for the transaction
4. 7.4Planning permissions and building compliance
5. 7.5Schedule of all properties used (owned, leased, licensed)
6. 7.6Dilapidations and reinstatement obligations

### 8. Data protection & IT

1. 8.1Records of processing activities (GDPR Article 30)
2. 8.2Privacy notices and consent records
3. 8.3Data processing agreements with vendors and customers
4. 8.4International data transfer mechanisms (SCCs, adequacy)
5. 8.5Personal data breach log and notifications to authorities
6. 8.6Key IT and SaaS agreements

   [Interactive checklist](https://www.helprange.com/tools/due-diligence-checklist)

The CSV opens in Excel, Numbers or Google Sheets. A practical starting point – adapt it to your deal and jurisdiction with your advisers.

** Who asks**

The buyer's or lead investor's external law firm, often with local counsel in each country where the target has subsidiaries, and specialists for regulatory, IP, employment and data protection.

** Typical timeline**

Usually runs in parallel with financial due diligence over 3–8 weeks; a red-flag report may be delivered first, with the full report before signing.

** Red flags**
- Share issues or transfers that were never properly approved or registered
- Change-of-control termination rights in key contracts
- Missing IP assignments from founders or developers
- Personal guarantees or security over key assets
- Ongoing regulatory investigations
- Contractors who are employees in all but name
- Related-party contracts on non-market terms

### Turn this checklist into a data room

Generate the folder structure, upload documents under the same index numbers and share them with NDA acceptance, per-folder permissions, watermarks and page-level tracking. Unlimited plan $174 per team per month with data rooms, or a one-off Deal Room Pass for $199 (90 days).

 [Generate a data room index](https://www.helprange.com/tools/data-room-index-generator) [Deal Room Pass – $199](https://www.helprange.com/deal-room-pass)

FAQ

## Legal due diligence – questions

What does legal due diligence cover?

Corporate records and title to shares, material contracts, litigation, regulatory compliance and licences, intellectual property, employment, real estate and data protection. It identifies risks to be dealt with by price, warranties, indemnities or conditions to closing.

What is a red-flag legal due diligence report?

A short report that lists only material issues, as opposed to a full descriptive report on every contract. Buyers often request one first to decide whether to continue the deal.

How is legal due diligence different from financial due diligence?

Legal due diligence looks at rights and obligations – who owns what, what the company has promised and who can sue it. Financial due diligence tests the numbers: earnings quality, working capital and net debt.

Which contracts count as material?

Typically contracts above a value threshold agreed with the buyer, contracts with change-of-control or exclusivity clauses, and any contract that is hard to replace, such as key customers, suppliers, licences and financing.

Can the seller restrict access to some legal documents?

Yes. Commercially sensitive contracts are often redacted or opened only to the buyer's external lawyers ("clean team") until late in the process. A data room with per-folder permissions and watermarks handles this.

 Related checklists

 [M&A due diligence](https://www.helprange.com/due-diligence-checklist/m-and-a)[Vendor due diligence](https://www.helprange.com/due-diligence-checklist/vendor)[Real estate due diligence](https://www.helprange.com/due-diligence-checklist/real-estate)[Tax due diligence](https://www.helprange.com/due-diligence-checklist/tax)

All checklists: [M&A due diligence](https://www.helprange.com/due-diligence-checklist/m-and-a) · [Financial due diligence](https://www.helprange.com/due-diligence-checklist/financial) · [Tax due diligence](https://www.helprange.com/due-diligence-checklist/tax) · [Real estate due diligence](https://www.helprange.com/due-diligence-checklist/real-estate) · [Startup fundraising due diligence](https://www.helprange.com/due-diligence-checklist/startup-fundraising) · [Vendor due diligence](https://www.helprange.com/due-diligence-checklist/vendor) · [overview](https://www.helprange.com/due-diligence-checklist)
 Tools & data rooms

 [Interactive due diligence checklist](https://www.helprange.com/tools/due-diligence-checklist)[Data room index generator](https://www.helprange.com/tools/data-room-index-generator)[Due diligence cost calculator](https://www.helprange.com/tools/due-diligence-cost-calculator)[M&A data room](https://www.helprange.com/virtual-data-room-for-ma)[Fundraising data room](https://www.helprange.com/fundraising-data-room)[Data room with NDA](https://www.helprange.com/data-room-nda)[Best virtual data rooms](https://www.helprange.com/best-virtual-data-room)