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Due Diligence Check List
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Description: A list of most of the documents required by investors before investing in a company.
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“DUE DILIGENCE” CHECKLIST

 

The following is a checklist of documents commonly requested by investors as part of their due diligence process.  The company should maintain good records and keep these documents well organized and in a secure location.  The best practice is to have the company’s legal counsel maintain a complete backup set of corporate documents at their offices.

 

Clos Index Ref No.

Document Description

Comments/Notes

 

 

 

A

CORPORATE ORGANIZATION

 

1

Articles of Incorporation

 

  • Certificate of Incorporation
  • Filing Articles of Incorporation

 

  • Certificates of Amendment

 

  • State and City Business Licenses

 

 

 

 

2

 

 

 

Bylaws

  • Restated and Amended Bylaws
  • Original Bylaws

 

 

 

 

3

Filing Fees

  • Initial Annual Report Filing Fee
  • Corporate License Renewal

 

 

4

 

 

Qualifications as Foreign Entity

 

 

5

Voting Rights Agreement

 

6

Board of Directors Committee Appointments

 

 

7

Board of Advisors Charter

 

 

 

 

 

B

BOARD AGENDAS, MINUTES AND OFFICIAL ACTIONS

 

1

 

Organizational Meeting of Directors

 

 

2

 

 

Directors Unanimous Consent to Corporate Action

 

3

 

 

Shareholders Unanimous Consent to Corporate Action

 

 

4

 

 

Board Meeting Minutes [by date]

 

 

 

 

C

TAX STATUS, TAX RETURNS, FINANCIAL STATEMENTS

 

1

Assignment of Federal Tax ID number

 

 

2

Federal Tax Returns

 

 

3

Financial Statements [Audited and Unaudited]

 

 

5

Bank Statements

 

 

6

List of Fixed Assets and other Leases

 

 

 

 

 

D

STOCK OPTION PLAN AND SHARE OWNERSHIP

 

1-1

Questions and Answers about Stock Options

 

 

1-2

Unanimous Written Consent of Directors

 

 

1-3

Notice of Grant of Stock Option

 

 

1-4

Stock Option Stock Issuance Plan (Exhibit A)

 

 

1-5

Stock Option Agreement  (Exhibit B)

 

 

1-6

Stock Purchase Agreement Number (Exhibit C)

 

 

1-7

Stock Purchase Agreement (Repurchase Right) (Exhibit C)

 

 

1-8

Restricted Stock Issuance Agreement

 

 

1-8

Written Consent in Lieu of Annual Meeting of Shareholders

 

 

 

 

 

2

Statement of Fully Diluted Outstanding Shares

 

 

3

Backup Detail Supporting “Statement of Fully Diluted Outstanding Shares”

 

 

4

Un-awarded Option Pool Summary

 

 

 

 

 

E

EMPLOYMENT AGREEMENTS – OFFER LETTERS

 

1-1

Founders

 

 

1-2

Employees

 

 

1-3

Other

 

 

 

 


 

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