Due Diligence Request List Template

In plain language: Identifies the parties, the transaction being evaluated, and the purpose of the request list so there is no ambiguity about what the document governs.

Common mistake: Omitting the LOI or term sheet reference date. Without it, disputes arise over whether requests fall within the agreed diligence scope, and the target may refuse to produce documents it considers outside the deal.

In plain language: Requests the company's formation documents, ownership records, board minutes, and shareholder agreements to confirm legal existence, authority, and equity structure.

Common mistake: Requesting only the current certificate of incorporation without amendments. Historical amendments often contain anti-dilution provisions, authorized share changes, or special class rights that materially affect valuation.

In plain language: Requests audited or reviewed financial statements, management accounts, projections, and accounting policies to allow the requesting party to assess financial performance and quality of earnings.

Common mistake: Accepting management-prepared statements without requesting the underlying trial balance or general ledger access. Adjusted EBITDA figures frequently normalize out recurring costs, overstating true operating performance.

In plain language: Requests copies of all significant contracts — customer, vendor, license, and partnership agreements — to identify change-of-control triggers, assignment restrictions, and concentration risks.

Common mistake: Setting the revenue-concentration threshold too high and missing mid-tier contracts that collectively contain assignment restrictions. A single consent-to-assign clause in an overlooked contract can block a closing.

In plain language: Requests IP ownership records, patent and trademark registrations, license agreements, and open-source usage to confirm the company owns or controls the IP that drives its value.

Common mistake: Overlooking contractor IP assignment agreements. Work created by independent contractors does not automatically vest in the company under US or UK law — missing assignments can leave core product IP in private hands.

In plain language: Requests employment agreements, compensation schedules, benefit plans, and HR policies to identify change-of-control payouts, key-person dependencies, and post-closing retention risks.

Common mistake: Missing single-trigger change-of-control acceleration provisions in equity plans. If all outstanding options vest automatically on closing, the resulting dilution and payroll tax liability can materially reduce net proceeds to the seller.

In plain language: Requests disclosure of all pending or threatened legal actions, regulatory investigations, and consent orders to assess contingent liabilities and compliance standing.

Common mistake: Accepting a representation that 'there is no material litigation' without requiring a written litigation hold confirmation and outside counsel certification. Undisclosed claims that surface post-closing routinely trigger indemnification disputes.

In plain language: Requests filed tax returns, correspondence with tax authorities, and transfer pricing documentation to identify unpaid liabilities, audits in progress, and exposure from aggressive tax positions.

Common mistake: Requesting only federal returns and missing state and local tax exposure. Sales tax nexus liability in US states where the company has economic presence — but has not filed or collected — has become a leading source of post-closing indemnification claims.

In plain language: Requests current insurance policies and claims history to confirm adequate coverage and identify gaps that the buyer will need to address post-closing.

Common mistake: Failing to request the underlying policy documents, not just certificates. Certificates confirm a policy exists but do not disclose exclusions, sublimits, or claims-made versus occurrence triggers that could leave the buyer unprotected post-closing.

In plain language: Includes a tracking column for each request item — outstanding, received, or under review — and incorporates the confidentiality obligations from the non-disclosure agreement governing the diligence process.

Common mistake: Managing document status by email thread instead of within the request list itself. Without a single source of truth, items get marked complete in email while the requesting party's counsel has a different record — causing closing delays and disputes.

A due diligence request list is a formal document issued by a buyer, investor, or lender to a target company that specifies every category of record, contract, and data needed to evaluate a transaction before closing. It organizes requests by subject matter — financial, legal, IP, HR, tax, and compliance — and includes a status column to track document production. It is typically issued after a letter of intent is signed and governs the information-gathering phase of the deal.

Issue it immediately after executing a letter of intent or term sheet — typically within three to five business days of signing. Delaying the list compresses the diligence period, forcing rushed review and increasing the risk of missing material issues. In competitive auction processes, buyers often prepare the request list before the LOI is signed so it can be delivered on day one.

A complete list covers ten standard categories: corporate structure and governance, financial statements and projections, material contracts, intellectual property, employment and benefits, litigation and regulatory matters, tax records, environmental compliance, insurance, and any industry-specific regulatory filings. The weight given to each category varies by transaction type — IP is critical for technology acquisitions, while environmental diligence dominates manufacturing deals.

A due diligence request list is the document the buyer sends to the seller to collect information. A due diligence report is the analysis document the buyer's advisors produce after reviewing the collected materials — summarizing findings, flagging risks, and recommending deal adjustments. The request list is the input; the report is the output. Both are distinct from the disclosure schedules, which are prepared by the seller.

In most transactions, the request list is signed by or on behalf of the requesting party to confirm it is the authoritative version and to formally commence the diligence period under the LOI. The target's acknowledgment of receipt — by signature, countersignature, or written confirmation — is also standard practice. Signature confirms the scope of requests is agreed and establishes the baseline for any disputes about what was and was not requested.

For small-to-mid-market transactions, the diligence period typically runs 30 to 60 days from LOI signing. Complex deals — large enterprises, regulated industries, or cross-border transactions — routinely extend to 90 days or longer. The length depends on the volume of documents, the responsiveness of the target, the number of supplemental requests raised during review, and any regulatory notification periods that must run concurrently.

The requesting party should first issue a written follow-up referencing the specific line-item number and the original deadline. If production is still withheld, the parties' counsel typically negotiate whether the item is outside scope, subject to privilege, or legitimately unavailable. For material gaps — such as a missing IP assignment or an undisclosed lawsuit — the buyer may condition closing on production, negotiate a price reduction, require an indemnity escrow holdback, or in extreme cases, exercise any right to terminate under the LOI's diligence contingency.

Yes — sellers in auction processes or any anticipated sale should use a standard request list as a data room preparation guide months before going to market. Pre-organizing documents by the categories buyers universally request dramatically reduces the time between LOI signing and diligence completion, signals organizational readiness to buyers, and reduces the likelihood that missing documents become negotiating leverage against the seller at closing.

The request list itself is typically treated as confidential under the same NDA that governs the transaction, since it reveals the buyer's analytical priorities and deal structure. More importantly, every document produced in response to the list is confidential. The NDA should be executed before the list is issued so that document production is automatically covered by its terms from the first upload to the data room.