Use this checklist to build the room structure
- Corporate formation documents and good-standing evidence.
- Shareholder register, option plans, convertible instruments and cap table.
- Audited accounts, management accounts, trial balance and accounting policies.
- Budget, forecast, financial model and variance analysis.
- Customer, supplier, distribution, partnership and lease contracts.
- Employee list, contracts, compensation, benefits and HR policies.
- Tax returns, audits, correspondence and deferred tax analysis.
- IT systems, cybersecurity policies, data protection and disaster recovery materials.
- Insurance policies, claims history and material operational permits.
Start from buyer questions, not folder names
A buyer is trying to understand ownership, earnings quality, cash generation, customer risk, liabilities, people risk and execution risk. The checklist should therefore be structured around the questions that drive price, terms and completion risk. The 47 documents below are grouped into the eight workstreams most request lists follow.
Corporate and ownership records (documents 1–7)
Buyers verify ownership and authority before anything else. Incomplete corporate records create early doubts that colour the rest of the process.
- Certificate of incorporation and any name-change certificates.
- Articles, bylaws or other constitutional documents.
- Shareholder register and current cap table.
- Option plans, warrants and convertible instruments.
- Board and shareholder minutes and resolutions.
- Group structure chart covering all subsidiaries and branches.
- Good-standing certificates or local equivalents for each entity.
Financial diligence documents (documents 8–16)
Financial diligence usually consumes the most time. Keep the documents reconciled and clearly named.
- Audited or reviewed financial statements for the last three years.
- Monthly management accounts and KPI packs.
- Trial balance and general ledger extracts.
- Revenue analysis by product, geography, customer and contract type.
- Budget, forecast and the underlying financial model.
- Working capital analysis and seasonality support.
- Debt schedules, facility agreements and off-balance-sheet commitments.
- EBITDA adjustments, one-off items and quality-of-earnings support.
- Accounting policies and any auditor management letters.
Tax diligence documents (documents 17–21)
Tax diligence checks filing history, open exposures and structuring risk.
- Corporate income tax returns for open years.
- VAT, GST or sales tax filings.
- Payroll and employment tax filings.
- Tax authority correspondence, audits and rulings.
- Transfer pricing documentation and intercompany agreements.
Legal and contract diligence documents (documents 22–29)
Legal diligence focuses on ownership, authority, contractual rights and liabilities. Material contracts should be separated by type so reviewers do not have to search through an undifferentiated dump.
- Material customer contracts and standard terms of sale.
- Supplier, distribution and partner agreements.
- Real estate and equipment leases.
- Financing, security and guarantee agreements.
- Litigation, disputes, investigations and settlement records.
- Regulatory licences, permits and compliance correspondence.
- Insurance policies and claims history.
- Powers of attorney and other delegated authorities.
Commercial and customer documents (documents 30–34)
Commercial diligence tests revenue quality and durability.
- Revenue concentration analysis for top customers.
- Pipeline, backlog and order-book reports.
- Churn, retention and cohort data where relevant.
- Price lists, discounting policies and rebate arrangements.
- Sales and marketing materials used with customers.
HR and employment documents (documents 35–40)
People diligence covers cost, retention risk and compliance.
- Anonymised employee census with roles, tenure and compensation.
- Employment contracts for key managers and standard templates.
- Bonus, commission and incentive plans.
- Benefit and pension plan documentation.
- HR policies, handbook and disciplinary or grievance records.
- Contractor and consultant agreements.
IP, IT and data documents (documents 41–44)
Buyers check that the business owns what it sells and can keep operating it.
- IP registrations, applications and assignment evidence.
- Software licences, SaaS contracts and open-source usage records.
- IT systems and architecture overview.
- Data protection, privacy and information security policies.
Operations, assets and EHS (documents 45–47)
Operational diligence rounds out the picture with the physical and regulatory footprint.
- Operational permits, certifications and accreditations.
- Fixed asset registers and maintenance records.
- Environmental, health and safety reports and incident logs.
How Data Room Builder helps
Turn the checklist into an Excel request list, upload it to Data Room Builder, preview the hierarchy and export the skeleton before the collection process starts.
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.
Matching downloadable template
Due Diligence Request List Template
A practical request-list structure for collecting documents before converting them into a buyer-facing data room. Use it as the spreadsheet starting point for the structure described in this guide.
FAQs
What documents are requested in M&A due diligence?
Buyers commonly request corporate records, financial statements, tax returns, material contracts, HR documents, customer data, supplier information, IP records, IT/security policies, insurance and litigation materials. The 47-document checklist on this page groups them into eight workstreams.
What are the main areas of M&A due diligence?
Most M&A due diligence checklists cover eight workstreams: corporate and ownership, financial, tax, legal and contracts, commercial and customers, HR and employment, IP and IT, and operations. Each workstream maps to a top-level data room folder.
When should a seller prepare the data room?
Ideally before buyer outreach. Preparing early lets the seller identify missing documents, reconcile inconsistencies and avoid delays once diligence starts.
Should every buyer see the same documents?
Not always. Sensitive information may be staged by diligence phase and permission group. The structure can stay consistent while access is controlled by buyer, adviser or workstream.