Legal Due Diligence Checklist

A comprehensive checklist for reviewing legal documents and compliance for business transactions.

Corporate Records & Governance

Articles of Incorporation/Certificate of Formation and all amendments.

Bylaws/Operating Agreement and all amendments.

Minutes of all board and shareholder/member meetings and written consents.

Stock ledger, capitalization table, and all stock certificates.

List of jurisdictions where the company is qualified to do business.

Loan agreements, credit facilities, and security agreements.

Major customer and supplier contracts (e.g., top 10 by revenue/expense).

Partnership, joint venture, and strategic alliance agreements.

Non-disclosure agreements (NDAs) and confidentiality agreements.

Schedule of all patents, trademarks, copyrights, and domain names.

IP assignment agreements from employees and contractors.

Inbound and outbound IP license agreements (e.g., software licenses).

Information on any trade secrets and measures taken to protect them.

Schedule of any pending, threatened, or past litigation, arbitration, or government investigations.

Copies of all relevant legal pleadings, correspondence, and settlement agreements.

Correspondence with legal counsel regarding disputes.

List of all employees, titles, salaries, and dates of hire.

Standard forms of employment agreements, offer letters, and contractor agreements.

Employee handbook and all other HR policies.

Summary of employee benefit plans (health, retirement, equity).

Schedule of all owned and leased real property.

Copies of all real estate deeds, leases, and title policies.

Schedule of major tangible assets (equipment, inventory).

Copies of all material government permits, licenses, and authorizations.

Environmental audits, assessments, and reports.

Records of compliance with key industry-specific regulations (e.g., HIPAA, GDPR).

Data privacy policies and documentation of compliance.

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Once you have completed your review, you can download a PDF copy of the checklist for your records.