Back to Docs
Recipe: M&A due-diligence prep packet
NOT legal advice
Overview
A structured checklist for founders preparing a sell-side due-diligence data room. Covers corporate records, IP, financials, and team documentation. Adapt to your jurisdiction and counsel’s guidance.
Corporate
- Certificate of incorporation + all amendments
- Bylaws / operating agreement (current + historical)
- Board minutes & written consents (last 3 years)
- Cap table (fully diluted, with vesting schedules)
- Stockholder / member ledger
- Good-standing certificates (every jurisdiction)
IP & Tech
- Patent filings, grants, and provisional applications
- Trademark registrations + common-law marks inventory
- Domain name portfolio with registrar & expiry
- Open-source license audit (SBOM if available)
- Invention assignment agreements (all contributors)
- Third-party IP licenses (inbound & outbound)
Financials
- Audited or reviewed financials (3 years if available)
- Monthly P&L + balance sheet (current year)
- Revenue by customer / product line (anonymized)
- Tax filings & correspondence (federal, state, local)
- Debt instruments, SAFEs, convertible notes
- Material contracts (>$50k or >1yr term)
Team & HR
- Organizational chart with reporting lines
- Employment / contractor agreements (template + exceptions)
- Equity grant documentation (option plans, RSUs)
- Benefits summaries & plan documents
- Any pending or threatened litigation (employment or otherwise)
This checklist is a starting point only. Engage qualified M&A counsel before sharing any materials with a counterparty. Meridian provides this for educational purposes and assumes no liability.