M&A Due Diligence Checklist
The document categories most M&A due diligence requests cover — a starting point for organizing a request list or a data room. Free, printable, no signup.
Corporate records
- Formation documentsCertificate of incorporation or formation, bylaws or operating agreement, and any amendments.
- Capitalization tableCurrent cap table, equity issuances, options, warrants, and convertible instruments.
- Board & shareholder recordsMinutes, written consents, and resolutions for material corporate actions.
- Good standing certificatesFrom the state of formation and any states where the company is qualified to do business.
Financial
- Financial statementsTypically 2–3 years of audited or reviewed financials, plus interim statements.
- Debt schedule & material liabilitiesOutstanding loans, credit facilities, guarantees, and off-balance-sheet obligations.
- Accounts receivable / payable agingCurrent AR/AP aging schedules.
Contracts
- Material customer & vendor contractsContracts above a materiality threshold, plus any with change-of-control provisions.
- IP assignments & licensesOwnership chain for key IP, plus any in-bound or out-bound licenses.
- Real property leasesLeases for facilities and any real property interests.
Employment
- Employment & consulting agreementsEspecially for key employees, executives, and anyone with restrictive covenants.
- Benefit plansSummary of employee benefit plans and any material unfunded obligations.
Litigation & tax
- Pending or threatened litigationSummary of active, threatened, and recently resolved disputes.
- Tax returns & audit historyTypically 3 years of returns, plus any pending audits or notices.
Checklist questions
Is this due diligence checklist specific to a deal type or size?
No. It's a general, starting-point checklist covering document categories common to most M&A due diligence requests. Actual scope varies by deal type, size, industry, and whether it's an asset or equity deal — confirm with deal counsel.
Who is this checklist for?
Corporate and M&A attorneys, paralegals, and deal teams preparing or responding to a diligence request — a starting point for organizing document categories, not a substitute for a deal-specific request list.
Can HammerLex help track diligence documents on a matter?
Yes. HammerLex's Corporate/M&A matter template tracks diligence workstreams on the matter, and the client portal keeps requested and received documents organized. See the Corporate/M&A practice area.
Track diligence documents on the matter, not a spreadsheet
HammerLex's client portal and Corporate/M&A matter template keep diligence status organized in one place.
Book a demoSee also: Corporate/M&A practice area Financial Disclosure Checklist All resources