Complete Acquisition Checklist Print

Below you will find a complete checklist to help you get ready for a merger or acquisition. If you're able to gather this information, there is a very good chance you will satisfy due diligence requirements from a buyer.

Organization Documents

· Articles of Incorporation, and all amendments

· Bylaws, and all amendments

· Minutes book, including all minutes and resolutions of shareholders and directors, executive committees, and other governing groups

· Organizational chart

· Capitalization table including a list of shareholders and number of shares held by each

· Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and convertible securities

· A Certificate of Good Standing from the Secretary of State of the state where the Company is incorporated

· Copies of active status reports in the state of incorporation for the last three years

· A list of all states where the Company is authorized to do business and annual reports for the last three years

· A list of all states, provinces, or countries where the Company owns or leases property, maintains employees, or conducts business

· A list of all of the Company's assumed names and copies of registrations

Financial Information

· Audited financial statements for three years (or all years if less than three), together with Auditor's Reports

· The most recent unaudited statements, with comparable statements to the prior year

· Auditor's letters and replies for the past five years

· The Company's credit report, if available

· Any projections, capital budgets, and strategic plans

· Analyst reports, if available

· A schedule of all indebtedness and contingent liabilities

· A schedule of inventory

· A schedule of accounts receivable

· A schedule of accounts payable

· A description of depreciation and amortization methods and changes in accounting methods over the past five years

· Any analysis of fixed and variable expenses

· Any analysis of gross margins

· The Company's general ledger

· A description of the Company's internal control procedures

Physical Assets

· A schedule of fixed assets and their locations

· All U.C.C. filings

· All leases of equipment

· A schedule of sales and purchases of major capital equipment during the last three years

Real Estate

· A schedule of the Company's business locations

· Copies of all real estate leases, deeds, mortgages, title policies, surveys, zoning approvals, variances, or use permits

Intellectual Property

· A listing and schedule of all software code

· A schedule of domestic and foreign patents and patent applications

· A schedule of trademark and trade names

· A schedule of copyrights

· A description of important technical know-how

· A description of methods used to protect trade secrets and know-how

· Any "work for hire" agreements

· A schedule and copies of all consulting agreements, agreements regarding inventions, licenses, or assignments of intellectual property to or from the Company

· Any patent clearance documents

· A schedule and summary of any claims or threatened claims by or against the Company regarding intellectual property

Employees and Employee Benefits

· A list of employees including positions, current salaries, salaries, and bonuses paid during last three years, and years of service

· All employment, consulting, nondisclosure, non-solicitation, or noncompetition agreements between the Company and any of its employees

· Resumes of key employees

· The Company's personnel handbook and a schedule of all employee benefits and holiday, vacation, and sick leave policies

· Summary plan descriptions of qualified and nonqualified retirement plans

· Copies of collective bargaining agreements, if any

· A description of all employee problems within the last three years, including alleged wrongful termination, harassment, and discrimination

· A description of any labor disputes, requests for arbitration, or grievance procedures currently pending or settled within the last three years

· A list and description of benefits of all employee health and welfare insurance policies or self-funded arrangements

· A description of worker's compensation claim history

· A description of unemployment insurance claims history

· Copies of all stock option and stock purchase plans and a schedule of grants

Licenses and Permits

· Copies of any governmental licenses, permits, or consents

· Any correspondence or documents relating to any proceedings of any regulatory agency

Environmental Issues (this will probably not apply to most web and Internet companies)

· Environmental audits, if any, for each property leased by the Company

· A listing of hazardous substances used in the Company's operations

· A description of the Company's disposal methods

· A list of environmental permits and licenses

· Copies of all correspondence, notices, and files related to EPA, state, or local regulatory agencies

· A list identifying and describing any environmental litigation or investigations

· A list identifying and describing any known Superfund exposure

· A list identifying and describing any contingent environmental liabilities or continuing indemnification obligations

Taxes

· Federal, state, local, and foreign income tax returns for the last three years

· States sales tax returns for the last three years

· Any audit and revenue agency reports

· Any tax settlement documents for the last three years

· Employment tax filings for three years

· Excise tax filings for three years

· Any tax liens

Material Contracts

· A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of all related agreements

· Copies of all contracts between the Company and any officers, directors, five-percent shareholders, or affiliates

· All loan agreements, bank financing arrangements, line of credit, or promissory notes to which the Company is a party

· All security agreements, mortgages, indentures, collateral pledges, and similar agreements, including guaranties to which the Company is a party, and any installment sale agreements

· Any distribution agreements, sales representative agreements, marketing agreements, and supply agreements

· Any letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or divestitures within last five years

· Any options and stock purchase agreements involving interests in other companies

· The Company's standard quote, purchase order, invoice, and warranty forms

· All nondisclosure or noncompetition agreements to which the Company is a party

· All other material contracts

Product or Service Lines

· A list of all existing products or services and products or services under development

· Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any Company's products or services

· A summary of all complaints or warranty claims

· A summary of results of all tests, evaluations, studies, surveys, and other data regarding existing products or services and products or services under development

Customer Information

· A complete schedule of the Company's customers in terms of sales thereto and a description of sales thereto over a period of two years, including customer names, addresses key contacts and phone numbers.

· Any supply or service agreements

· A description or copy of the Company's purchasing policies

· A description or copy of the Company's credit policy

· A schedule of unfilled orders

· A list and explanation for any major customers lost over the last two years

· All surveys and market research reports relevant to the Company or its products or services

· The Company's current advertising programs, marketing plans, and budgets, and printed marketing materials

· A description of the Company's major competitors

Litigation

· A schedule of all pending litigation

· A description of any threatened litigation

· Copies of insurance policies possibly providing coverage as to pending or threatened litigation

· Documents relating to any injunctions, consent decrees, or settlements to which the Company is a party

· A list of unsatisfied judgments

Insurance Coverage

· A schedule and copies of the Company's general liability, personal and real property, product liability, errors and omissions, key-man, directors and officers, worker's compensation, and other insurance

· A schedule of the Company's insurance claims history for past three years

Professionals

· A schedule of all law firms, accounting firms, consulting firms, and similar professionals engaged by the Company during past five years

Articles and Publicity

· Copies of all articles and press releases relating to the Company within the past three years