Sell-side data room checklist

1. Corporate and structure

• Certificate of registration and current ASIC company extract
• Constitution and any shareholders agreement, including amendments
• Share register and options or convertible note register, reconciled to the cap table
• Board and shareholder minutes and written resolutions for the last three years
• Group structure diagram showing every entity, trust and holding
• Details of any related party arrangements or loans

2. Financial

• Audited or reviewed accounts for the last three financial years
• Management accounts by month for the current year, with the same chart of accounts
• Trial balance and general ledger export for the current and prior year
• Working capital analysis and a normalised working capital calculation
• Debt schedule with facility agreements, security and covenant compliance
• Aged receivables and payables at the most recent month end
• Capital expenditure history and forecast
• Budget and forecast model, with the assumptions documented

3. Tax

• Income tax returns and assessments for the last three years
• BAS lodgements for the last two years
• Payroll tax returns by state
• Fringe benefits tax returns, if lodged
• Any ATO correspondence, rulings, audits or payment arrangements
• R&D tax incentive claims and supporting documentation

4. Commercial contracts

Buyers read the top contracts by revenue first. Put them at the top.

• Top 20 customer contracts by revenue, with a summary table of term, notice, exclusivity and change of control clauses
• Top 20 supplier contracts, summarised the same way
• Distribution, reseller, agency and referral agreements
• Any contract containing a change of control provision, flagged separately
• Standard terms of trade and any variations in use
• Revenue by customer for the last three years, showing concentration

5. People

• Employee list with role, start date, location, salary, bonus and notice period, de-identified for the first round
• Template employment contracts for each category of staff
• Applicable awards or enterprise agreements
• Contractor and consultant agreements
• Incentive plan documents, including any ESOP rules and grant letters
• Superannuation compliance records and any historical shortfalls
• Any current or threatened employment claims

6. Assets, IP and technology

• Register of trade marks, patents, domains and registered designs, with renewal dates
• Assignments confirming the company owns IP created by founders and contractors
• Software licence inventory and open source dependency list
• Architecture overview and technology stack summary
• Property leases, including make good obligations
• Plant and equipment register, and any leases or hire purchase agreements

7. Legal, regulatory and insurance

• Litigation and disputes, current and threatened, with a status note on each
• Licences, accreditations and permits required to operate
• Privacy policy, data breach response plan and any notifiable incident records
• Insurance schedule with policy limits and current certificates of currency
• Any regulator correspondence in the last three years

8. Data room hygiene

Structure decides how fast diligence moves. Fix these before anyone is invited.

• One folder per group above, numbered so ordering never changes
• File names that state what the document is and its date, not the export name from your accounting system
• One version of every document, with superseded versions removed rather than renamed
• Personal information redacted or removed where a buyer does not need it
• Separate permission sets per bidder party, tested before invitations go out
• Watermarking on for documents you would not want screenshotted
• A nominated Q&A owner and an agreed response time
• An index document at the root that explains the structure in one page