The documents a buyer's lawyers, accountants and advisers request when acquiring a company – organised as a numbered data room index you can copy, download as CSV and send to your team.
In a sale of a company the buyer is trying to answer three questions: is the business what the seller says it is, what could go wrong after closing, and what should that do to the price and the contract? Every request in a due diligence list maps to one of those questions. The financial folders test the numbers behind the valuation; the legal and commercial folders look for liabilities, change-of-control triggers and dependence on a few customers; tax, employment and data protection look for exposures that survive the deal.
The list below follows the structure most sell-side advisers use for a data room, with the same folder numbering as our free due diligence checklist tool, so a document keeps the same index number from the first request list to the final disclosure bundle. Not every item applies to every target – a small software company will have no environmental permits, a manufacturer will have few open-source licences – but it is far cheaper to mark an item "not applicable" than to discover in week six that it was never asked for.
Numbered like a data room index: use the sections as folders and keep the numbers in file names.
The CSV opens in Excel, Numbers or Google Sheets. A practical starting point – adapt it to your deal and jurisdiction with your advisers.
The buyer's corporate lawyers (legal, IP, employment), accountants or transaction services team (financial and tax), and often specialist advisers for IT, insurance, environment or the commercial market. In a private equity deal the lenders' advisers review the same reports.
Typically 4–12 weeks from signing the letter of intent to signing the purchase agreement, depending on size and complexity. Expect a first request list in week one and several rounds of follow-up questions after that.
Corporate records, financial statements and management accounts, tax filings, material commercial contracts, litigation and permits, intellectual property, employment, real estate and assets, and IT and data protection. The buyer's advisers send a request list; the seller answers it by uploading documents to a data room under the same index.
The seller, usually with its M&A adviser or lawyers. Preparing the core folders before the process starts shortens due diligence and avoids last-minute surprises that cost leverage on price.
For small and mid-sized private companies it commonly runs 4–12 weeks. It is faster when the data room is complete before the buyer is invited and when follow-up questions are answered in writing in one place.
No. Share a teaser before the NDA; open the data room only after the NDA is signed, and hold back the most sensitive material (customer names, pricing, salaries) until the final bidder.
No. Mark items that do not exist as "not applicable" in the index rather than deleting them – it shows the buyer the question was considered.