---
title: M&A Due Diligence Checklist (Data Room Index) | HelpRange
url: https://www.helprange.com/due-diligence-checklist/m-and-a
---

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

# M&A due diligence checklist

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.

 [See the checklist](#checklist)

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.

## M&A due diligence checklist – 9 folders, 72 documents

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

### 1. Corporate

1. 1.1Certificate of incorporation and any name-change certificates
2. 1.2Current articles of association / bylaws
3. 1.3Shareholder register and fully diluted cap table
4. 1.4Shareholders' agreements, voting agreements and side letters
5. 1.5Board and shareholder minutes and written resolutions (last 3 years)
6. 1.6Group structure chart with ownership percentages
7. 1.7Powers of attorney and signing authorities
8. 1.8Option, warrant and convertible instrument register
9. 1.9Filings with the companies registry (last 3 years)
10. 1.10Details of prior acquisitions, disposals and reorganisations

### 2. Financial

1. 2.1Audited financial statements (last 3 years) with auditor letters
2. 2.2Monthly management accounts (current and prior year)
3. 2.3Budget for the current year and forecast
4. 2.4Quality of earnings report (if prepared by the seller)
5. 2.5Debt, loan and financing agreements, including security granted
6. 2.6Net working capital analysis by month
7. 2.7Revenue by customer, product and geography
8. 2.8Capex history and committed capex
9. 2.9Off-balance-sheet liabilities, guarantees and comfort letters
10. 2.10Accounting policies and any changes in the last 3 years
11. 2.11Bank account list and current balances

### 3. Tax

1. 3.1Corporate income tax returns (last 3–5 years)
2. 3.2VAT / sales tax returns
3. 3.3Payroll tax and social security filings
4. 3.4Tax audits, assessments and correspondence with tax authorities
5. 3.5Transfer pricing documentation and intercompany agreements
6. 3.6Tax rulings, clearances and incentives received
7. 3.7Schedule of tax losses carried forward

### 4. Commercial

1. 4.1Top 20 customer contracts
2. 4.2Top 20 supplier contracts
3. 4.3Customer concentration and churn analysis
4. 4.4Pricing, discount and rebate policies
5. 4.5Pipeline, backlog and order book
6. 4.6Distribution, agency and reseller agreements
7. 4.7Joint venture, partnership and exclusivity agreements
8. 4.8Marketing plan and market studies

### 5. Legal

1. 5.1Pending and threatened litigation, with counsel's assessment
2. 5.2Licences, permits and regulatory authorisations
3. 5.3Contracts with change-of-control or assignment clauses
4. 5.4Material contracts register
5. 5.5Non-compete, non-solicit and exclusivity obligations
6. 5.6Settlement agreements and consent orders (last 5 years)
7. 5.7Correspondence with regulators
8. 5.8Anti-bribery, sanctions and export control policies and incidents

### 6. Intellectual property

1. 6.1Registered patents, trademarks, designs and domain names
2. 6.2IP assignment agreements from founders, employees and contractors
3. 6.3In-licensed and out-licensed IP agreements
4. 6.4Software licences and open source usage report
5. 6.5IP disputes, oppositions and infringement claims
6. 6.6Source code escrow arrangements

### 7. Employees

1. 7.1Organisation chart
2. 7.2Key employment and executive service contracts
3. 7.3Incentive, bonus and option plans
4. 7.4Headcount and payroll summary by function and country
5. 7.5Pension and benefit plans, with funding position
6. 7.6Contractor and consultant agreements
7. 7.7Collective bargaining and works council agreements
8. 7.8Employment claims and disputes
9. 7.9Employee handbook and key HR policies

### 8. Real estate & assets

1. 8.1Leases and property titles
2. 8.2Fixed asset register
3. 8.3Insurance policies and claims history (last 5 years)
4. 8.4Environmental permits, reports and incidents
5. 8.5Equipment leases and hire-purchase agreements
6. 8.6Vehicle fleet and key equipment list

### 9. IT & data protection

1. 9.1IT systems and architecture overview
2. 9.2GDPR records of processing activities
3. 9.3Data breach and security incident log
4. 9.4Information security policies and certifications (ISO 27001, SOC 2)
5. 9.5Data processing agreements with key vendors
6. 9.6Privacy notices and cookie policies
7. 9.7Business continuity and disaster recovery plan

   [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 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.

** Typical timeline**

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.

** Red flags**
- Management accounts that do not reconcile to the audited statements
- One or two customers producing a large share of revenue, with short notice periods
- Change-of-control clauses in key customer or supplier contracts
- Founders or contractors who never assigned IP to the company
- Unrecorded option promises or a cap table that does not match the register
- Open tax audits or aggressive transfer pricing
- Undisclosed litigation or regulatory correspondence

### 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

## M&A due diligence – questions

What is included in an M&A due diligence checklist?

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.

Who prepares the data room – buyer or seller?

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.

How long does M&A due diligence take?

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.

Should documents be disclosed before an NDA is signed?

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.

Does every item apply to a small company?

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.

 Related checklists

 [Legal due diligence](https://www.helprange.com/due-diligence-checklist/legal)[Financial due diligence](https://www.helprange.com/due-diligence-checklist/financial)[Tax due diligence](https://www.helprange.com/due-diligence-checklist/tax)[Vendor due diligence](https://www.helprange.com/due-diligence-checklist/vendor)

All checklists: [Legal due diligence](https://www.helprange.com/due-diligence-checklist/legal) · [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)