Private Placement_due Diligence Requisition List Template

In plain language: Requests the company's foundational legal documents — certificate of incorporation, bylaws, board and shareholder meeting minutes, and all amendments — to confirm the entity is validly formed and governed.

Common mistake: Requesting only the current certificate of incorporation without all amendments. A company that changed its authorized share structure without proper amendment creates undisclosed capitalization defects.

In plain language: Requests the fully diluted cap table, all equity issuance documents, outstanding options, warrants, convertible notes, and SAFEs to verify ownership structure and identify pre-existing dilution.

Common mistake: Accepting a cap table summary without the underlying grant documents. Summary tables frequently omit acceleration provisions, side letters, or anti-dilution rights that materially affect an incoming investor's position.

In plain language: Requests audited or reviewed financial statements for the past three years, the most recent management accounts, and forward-looking financial projections with supporting assumptions.

Common mistake: Accepting projections without the supporting assumption model. A revenue forecast disconnected from unit economics, headcount, and capital deployment cannot be independently validated.

In plain language: Requests all significant commercial agreements — customer contracts, supplier agreements, distribution agreements, licensing deals, and debt instruments — that could affect the company's revenue, obligations, or restrictions post-investment.

Common mistake: Setting a contract threshold that is too high, excluding mid-tier contracts that contain change-of-control provisions or exclusivity clauses that could block the investment or trigger defaults.

In plain language: Requests all patent applications and grants, trademark and copyright registrations, trade secret policies, IP assignment agreements from founders and employees, and any IP licenses granted to or by the company.

Common mistake: Omitting IP assignment agreements from early contractors and co-founders. Unassigned IP from a pre-incorporation contractor is one of the most common — and most expensive — diligence defects in early-stage deals.

In plain language: Requests disclosure of all pending, threatened, or settled litigation, regulatory investigations, government inquiries, and any consent orders or injunctions affecting the company or its principals.

Common mistake: Limiting the request to currently pending litigation and omitting settled matters and demand letters. Prior settlements often reveal patterns of customer or employee disputes that signal operational or product risk.

In plain language: Requests the employee roster, compensation schedules, employment agreements for key personnel, equity grant details, benefit plans, and any severance or change-of-control obligations that would increase costs post-investment.

Common mistake: Failing to request change-of-control payment schedules. A financing round or acquisition trigger hidden severance obligations or option acceleration that materially affects post-close cash flow.

In plain language: Requests all material permits, licenses, and government authorizations required to operate, along with evidence of compliance with applicable industry regulations, data privacy laws, and environmental requirements.

Common mistake: Treating regulatory compliance as boilerplate when the target operates in a licensed industry. Missing a required license — in fintech, healthcare, cannabis, or financial services — can invalidate the company's revenue model.

In plain language: Requests documentation of all prior capital raises, including offering documents, subscription agreements, investor side letters, and evidence of exemption compliance with applicable securities laws.

Common mistake: Accepting Form D filings as sufficient evidence of exemption compliance without reviewing the underlying subscription agreements. Improper accredited investor verification in a prior round can expose the company — and the new investor — to rescission liability.

In plain language: Requests certificates of insurance for all material policies — D&O, E&O, general liability, cyber, and key-person life insurance — to confirm the company is adequately covered against foreseeable risks.

Common mistake: Overlooking cyber liability coverage for SaaS or data-driven businesses. A company storing material customer data with no cyber insurance represents an unquantified contingent liability that can exceed the investment amount.

A private placement due diligence requisition list is a formal, numbered document request submitted by an investor — or their legal counsel — to a company conducting a private securities offering. It catalogs every category of corporate, financial, legal, and operational record the investor needs to review before committing capital. It is the primary tool for organizing and tracking the diligence process in a private placement transaction.

It is typically issued after a mutual NDA is executed and a term sheet is under negotiation — when both parties have signaled serious intent to proceed but before binding transaction documents are signed. Issuing it too early wastes management bandwidth; issuing it too late compresses the diligence window and increases closing risk. A production deadline of 10–15 business days from issue is standard practice.

The investor or their outside legal counsel typically prepares and issues the list. In institutional transactions, the lead investor's counsel owns the master list and coordinates supplemental requests from other investors to avoid overwhelming the company with competing checklists. For angel investments or smaller rounds, the investor may complete the list directly using a standard template adapted to the company's stage.

Core categories include corporate formation and governance records, the fully diluted cap table with all underlying equity documents, audited and management financial statements, all material commercial contracts, IP registrations and assignment agreements, litigation and regulatory history, employment and compensation records, prior offering documents and securities law exemption filings, and insurance certificates. The specific items vary by company stage, industry, and transaction size.

The executed requisition list, combined with the governing NDA and term sheet, generally creates a contractual framework governing document production, confidentiality, and the scope of representations. The company's officer certification — confirming completeness and accuracy of production — becomes the basis for representations and warranties in the final transaction documents. In most jurisdictions, material omissions from a certified due diligence production can support claims of misrepresentation or breach of warranty.

A private placement memorandum (PPM) is a disclosure document the company prepares and delivers to investors describing the offering terms, risk factors, and business overview. A due diligence requisition list is an investor-initiated document request asking the company to produce underlying records for independent verification. The PPM is what the company says about itself; the requisition list drives collection of the documents that allow the investor to verify those statements independently.

A virtual data room (VDR) is a secure online platform — such as Intralinks, Datasite, or Box — where the company uploads due diligence documents for investor review. The requisition list defines what goes into the data room; the VDR is how it is securely organized and shared. Organizing the data room using the same numbered structure as the requisition list makes tracking production status straightforward for both parties.

Yes. Securities law exemption requirements, data privacy obligations, employment record disclosures, and environmental compliance items all vary significantly by jurisdiction. A US Regulation D offering requires Form D filings and accredited investor verification; a UK offering under the Financial Services and Markets Act requires different exemption documentation; EU offerings must address GDPR data processing records. Investors operating across borders should adapt the requisition list with jurisdiction-specific sections and have local counsel review regulatory compliance items.

For a seed or Series A round with a well-prepared company and a focused requisition list, diligence typically runs 3–6 weeks. For larger private equity transactions or complex regulated-industry deals, 6–12 weeks is common. The most significant variable is how quickly the company can produce organized documents — companies that maintain a standing data room with current records routinely close 2–4 weeks faster than those assembling documents from scratch.