# M&A Due Diligence Checklist

A free, printable checklist from The Hammer Lex. Document categories most M&A due diligence requests cover.

URL: https://hammerlex.com/resources/ma-due-diligence-checklist.html

**Not deal-specific.** Diligence scope varies by deal type (asset vs. equity), transaction size, industry, and buyer risk tolerance. Confirm the specific request list with deal counsel.

## Corporate records
- Formation documents (certificate of incorporation/formation, bylaws or operating agreement, amendments)
- Capitalization table (equity issuances, options, warrants, convertibles)
- Board & shareholder records (minutes, consents, resolutions)
- Good standing certificates

## Financial
- Financial statements (typically 2–3 years, audited or reviewed, plus interim)
- Debt schedule & material liabilities
- Accounts receivable / payable aging

## Contracts
- Material customer & vendor contracts (including change-of-control provisions)
- IP assignments & licenses
- Real property leases

## Employment
- Employment & consulting agreements (key employees, executives, restrictive covenants)
- Benefit plans

## Litigation & tax
- Pending or threatened litigation
- Tax returns & audit history (typically 3 years)

## Notes
HammerLex's Corporate/M&A matter template tracks diligence workstreams on the matter, and the client portal keeps requested and received documents organized. See: https://hammerlex.com/practice-areas/corporate-ma

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