Linkro
Checklist

The due diligence data room checklist.

What a buyer, investor or lender will ask for, folder by folder. Build this while the room is private and free, and the process becomes weeks shorter once it opens.

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Sections 1 to 5

The foundation documents.

These are requested in essentially every process, so prepare them first.

1. Corporate

  • Certificate of registration and constitution
  • ASIC company extract and register of members
  • Shareholders agreement and any side letters
  • Share register, option and warrant records
  • Board and shareholder minutes and resolutions
  • Group structure diagram

2. Financial

  • Audited or reviewed financial statements, last three years
  • Monthly management accounts, current and prior year
  • Budget, forecast and underlying model
  • Debtor and creditor ageing
  • Revenue by customer, product and channel
  • Capital expenditure history and commitments

3. Tax

  • Income tax returns and assessments, last three years
  • BAS and GST reconciliations
  • Payroll tax and superannuation compliance
  • Fringe benefits tax returns
  • ATO correspondence, rulings and any disputes
  • Tax losses and their availability

4. Commercial

  • Top customer contracts with change-of-control provisions marked
  • Key supplier and distribution agreements
  • Standard terms of trade
  • Pipeline and pricing summary
  • Partner, agency and reseller agreements
  • Marketing and customer concentration analysis

5. People

  • Employment agreements for key personnel
  • Organisation chart and headcount by function
  • Award coverage and any enterprise agreements
  • Incentive, bonus and equity plan documents
  • Leave liability schedule
  • Contractor and labour hire arrangements
Sections 6 to 10

The sections that cause delays.

These are where processes stall, because the documents often need to be found or fixed rather than uploaded.

6. Intellectual property

  • Trade mark and patent registrations with ownership confirmed
  • Domain name and brand asset ownership
  • Software licences, both inbound and outbound
  • Open source usage register
  • IP assignment deeds from employees and contractors
  • Confidentiality and non-compete arrangements

7. Property and assets

  • Leases with option, assignment and make-good terms
  • Owned property titles and valuations
  • Fixed asset register
  • Equipment finance and lease schedules
  • Environmental reports where relevant
  • Insurance policies and claims history

8. Legal and regulatory

  • Current, threatened and past litigation
  • Regulatory licences, permits and approvals
  • Compliance policies and breach register
  • Guarantees, indemnities and security interests
  • PPSR searches
  • Related party transactions and loans

9. Technology and data

  • System architecture and hosting arrangements
  • Data security policies and incident history
  • Privacy policy and Privacy Act compliance position
  • Third party processor and subprocessor register
  • Business continuity and backup arrangements
  • Technical debt and roadmap summary

10. Debt and capital

  • Facility agreements and covenant compliance
  • Bank guarantees and letters of credit
  • Convertible notes and shareholder loans
  • Historical capital raise documents
  • Dividend and distribution history
  • Working capital analysis
How to use it

Turn the list into a ready room.

  1. 1
    Build privately
    Open a free Linkro room, create the ten sections and load what you already have.
  2. 2
    Log the gaps
    Every missing execution page or expired document goes on a gap list with an owner and a date.
  3. 3
    Stage disclosure
    Decide now which folders open in round one and which wait for the shortlist.
  4. 4
    Open with confidence
    Invite the parties knowing the answers already exist inside the room.
Frequently asked

Questions, answered.

What should be in a due diligence data room?
At minimum: corporate records, financial statements and management accounts, tax filings, material customer and supplier contracts, employment records, intellectual property, property and leases, insurance, litigation and disputes, regulatory approvals, and technology and data security material. The checklist on this page breaks each of those into the documents buyers actually request.
How should data room folders be structured?
Mirror the buyer's diligence request list. Use a numbered top level for each discipline (corporate, financial, tax, commercial, people, IP, property, legal, technology), keep the depth shallow, and name files so the content is obvious without opening them, including dates and versions.
How long does it take to prepare a data room?
For a prepared business, two to four weeks. For one that has never been through a process, six to twelve weeks is realistic, because the work is not uploading, it is finding executed copies of contracts and reconciling what the records actually say.
What are the most common data room gaps?
Unsigned or missing contract execution pages, expired leases still presented as current, IP registered in a founder's personal name, employment agreements that never got updated, and management accounts that do not reconcile to the statutory financials.
Should I put everything in the data room at the start?
Structure everything, then stage the disclosure. Commercially sensitive material such as customer-level pricing, key employee details and detailed technology documentation is usually released to a shortlist in later rounds using folder-level permissions.
Also see
Preparing an exit →What is a virtual data room →Insights and guides →Start free →
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