Use this checklist to build the room structure
- Articles, bylaws, registers and certificates.
- Board and shareholder approvals.
- Customer, supplier, partner, lease and financing agreements.
- Change-of-control and assignment-sensitive contracts.
- Claims, disputes, investigations and settlements.
- IP registrations, licenses and assignment evidence.
- Permits, policies and regulatory correspondence.
Legal diligence folder logic
Keep corporate authority separate from contract diligence. Reviewers need to verify ownership and approvals before digging into operational obligations and risk.
Material contracts
Material contracts should be grouped by type and, where appropriate, linked back to revenue or cost categories. Change-of-control, termination, exclusivity and assignment provisions are often central to diligence.
Not legal advice
This checklist is an organisation aid. It should be reviewed by transaction counsel before being used for a live process.
Convert this guide into folders
Create the folder structure instead of building it by hand.
Paste the checklist into Excel or start from the sample file, then use Data Room Builder to generate the hierarchy and export a clean ZIP skeleton.
Open the builderFAQs
What goes in a legal due diligence folder?
Corporate records, ownership documents, approvals, material contracts, litigation files, IP records, compliance documents, permits and insurance materials are common legal diligence categories.
Should contracts be grouped by counterparty or contract type?
For most rooms, group first by contract type, then use file names or subfolders for counterparties. This makes workstream review easier.
Can Data Room Builder replace a lawyer's checklist?
No. It helps create structure from a checklist, but transaction counsel should approve the final legal request list and disclosure approach.