[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-private-placement_due-diligence-requisition-list-D5169":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"PRIVATE PLACEMENT - DUE DILIGENCE REQUISITION LIST In connection with the proposed private placement by [YOUR COMPANY NAME] [and [SPECIFY]] in [COMPANY NAME] (the \"Company\"), we have developed the due diligence requisition list set forth below in our capacity as counsel to [YOUR COMPANY NAME]. As we are provided with the documentation and information request below, additional requisitions may arise. We will also be relying on the Company and its advisers to bring to our attention materials which are not specifically addressed on the following list, but which would be properly characterized as material and which should be the subject of due diligence procedures. Finally, we would ask that you please advise us of any new information or amendments to existing information if, as and when it becomes available, and provide us with any available additional documentation relating thereto. The due diligence requisition as set forth below is broad in scope and not all requests may be applicable. In the interest of conducting a thorough review, however, we requested each item below be considered and that no responses be provided for inapplicable items. To the extent possible, it would be kindly appreciated if you could cross-reference your responses and documentation to the numbers referred to below. Please note that all references to the Company include all subsidiaries of the Company, if applicable. Corporate structure Please provide a detailed description of corporate structure, including subsidiaries, and a corporate organization chart, and identify any changes to this structure in the last [NUMBER] financial years. In respect of the Company and any subsidiary please supply: name, country and date of incorporation, registered no. (if applicable), and location of registered or head office(s) together with a copy of its Certificate of Incorporation and any Certificate of Amendment or Continuance (or any equivalent or similar type of document); up-to-date by-laws and any other constituting documents, together with any relevant resolutions/agreements or other amendments thereto; details of its current authorized share capital and issued and paid-up share capital (classes and denominations) and list of shareholders, any creation and issue of shares (including dates, allottees and consideration) [in the last [NUMBER] years] and any other changes in share capital in that period, including any share capital repurchased, repaid, reduced, redeemed, converted, consolidated, subdivided or reclassified: details and copies of any joint venture, partnership, shareholders', or similar agreements relating to the Company or to which the Company is party, as well as any escrow or pooling agreement in respect of the shares of the Company; purchase, subscription or conversion agreements, or options over or in respect of share or loan capital; audited accounts of the Company [for the last [NUMBER] years or (if shorter) since incorporation]; full names and addresses of all directors and officers including function and job title, and of the secretary; and the Company minute books, directors and shareholders resolutions (to the extent not found in minute books), company seals and any other statutory books or records which the Company is required to have by law, as well as the location of Company records, including share certificates. Please provide details of, and copies of all contracts relating to, the acquisition or disposition of shares or businesses or other material assets by the Company in the last [NUMBER] years. Please provide details of any proposed reorganization, including copies or drafts of tax clearance applications. Please provide details of any arrangements (whether formal or informal) between the Company and any related company or any director or officer of the Company (or of any related or affiliated company). List all jurisdictions in which the Company has offices, holds property, conducts business, or has agents or employees. Provide details of any documentation understanding or commitment that purports to grant any person an option, warrant, or their right to acquire shares or other securities of the Company. Schedules of current officers and directors of the Company. Closing books relating to previous issuances of securities. Copies of all publicly filed documents, including any confidentially filed documents. Borrowing, indebtedness and financial arrangements Please provide details for the Company, and where relevant copies, of: bank accounts (including approximate current credit or debit balances) and bank overdraft and other bank and other facilities; loan capital (including subordinated loan capital); finance or operating leases and any related financing arrangements; other credit arrangements or borrowings, including any leasing, credit sale or hire-purchase arrangements (where the annual payments exceed [[AMOUNT]]), acceptance credit facilities, loans or credit arrangements with suppliers, off-balance sheet financing arrangements, and any other arrangements whereby the Company has incurred or may incur indebtedness in the nature of borrowing; and mortgages, charges, pledges and other security or equivalent arrangements. Please provide details of: guarantees, indemnities, bonds and letters of comfort (including any commitment to provide any of these) given to any third party by the Company or by any third party to support any obligations of the Company, including any outstanding letters of credit issued on behalf of the Company; export credit guarantee policies or other credit insurances held directly or indirectly by the Company; and foreign exchange contracts, interest, currency, or others swap contracts or derivative instruments to which the Company is directly or indirectly party. Please provide details of: trading and indebtedness and copies of agreements (including, if relevant, Board minutes) in respect of companies related to or affiliated with the Company; and loan, current account and other indebtedness (including amounts and interest rates) to or by any director, officer, employee or agent, or any related or affiliated company. Please provide a list of debtors, including details of any debts considered bad or doubtful. Please provide details (including copy correspondence) regarding actual, potential, or alleged defaults or waivers under any of the agreements or instruments referred to in this paragraph 2. Please provide details of current, proposed or projected capital commitments and capital expenditure of the Company. Employment, pensions and social security Please provide a list of all persons with salaries in excess of [AMOUNT] currently employed by the Company, including: full name and date of birth; date of commencement of employment (both actual and, if different, for any statutory compensation purposes); employing company and location; job title, function and hours worked; current annual salary, date of most recent increase, details of any proposed increase or review or related negotiations, and details of frequency of review; commission and bonus arrangements; benefits, including accommodations, car and expenses allowance; notice entitlement; and any warnings given or other written correspondence in the last [NUMBER] months. Please provide a list of persons who have accepted by not yet begun employment, and of all persons whose employment has been terminated in the last [NUMBER] months and details of any key vacancies in the Company. Please provide details, and, if available, copies of: the standard terms of employment for all grades of employee; and any handbook and/or other directives or regulations (whether written or otherwise) for employees, including grievance/disciplinary procedures",null,"Private Placement_due Diligence Requisition List","14",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/private-placement_due-diligence-requisition-list-D5169.png","https://templates.business-in-a-box.com/imgs/250px/5169.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5169.xml",{"title":15,"description":6},"private placement_due diligence requisition list",[17,20],{"label":18,"url":19},"Finance & Accounting","/templates/finance-accounting/",{"label":21,"url":22},"Raising Capital","/templates/raising-capital/","Private Placement_due Diligence Requisition List Template","https://templates.business-in-a-box.com/imgs/400px/5169.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Due Diligence & Audits","/templates/due-diligence-and-audits/",[36,40,44,48,52,56,60,64,68,73,77,81,85,101,118,132,147,161],{"label":37,"url":38,"thumb":39,"extension":10},"Due Diligence Requisition List","/template/due-diligence-requisition-list-D469","https://templates.business-in-a-box.com/imgs/250px/469.png",{"label":41,"url":42,"thumb":43,"extension":10},"Due Diligence Request List","/template/due-diligence-request-list-D13264","https://templates.business-in-a-box.com/imgs/250px/13264.png",{"label":45,"url":46,"thumb":47,"extension":10},"Requisition Slip","/template/requisition-slip-D1124","https://templates.business-in-a-box.com/imgs/250px/1124.png",{"label":49,"url":50,"thumb":51,"extension":10},"Private Placement Memorandum","/template/private-placement-memorandum-D1015","https://templates.business-in-a-box.com/imgs/250px/1015.png",{"label":53,"url":54,"thumb":55,"extension":10},"Private Placement Agreement","/template/private-placement-agreement-D13233","https://templates.business-in-a-box.com/imgs/250px/13233.png",{"label":57,"url":58,"thumb":59,"extension":10},"Due Diligence Report","/template/due-diligence-report-D13515","https://templates.business-in-a-box.com/imgs/250px/13515.png",{"label":61,"url":62,"thumb":63,"extension":10},"Notice of Private Sale of Collateral","/template/notice-of-private-sale-of-collateral-D402","https://templates.business-in-a-box.com/imgs/250px/402.png",{"label":65,"url":66,"thumb":67,"extension":10},"Subordination Agreement Private Companies","/template/subordination-agreement-private-companies-D425","https://templates.business-in-a-box.com/imgs/250px/425.png",{"label":69,"url":70,"thumb":71,"extension":72},"Pricing List","/template/pricing-list-D13029","https://templates.business-in-a-box.com/imgs/250px/13029.png","xls",{"label":74,"url":75,"thumb":76,"extension":72},"Task List","/template/task-list-D13044","https://templates.business-in-a-box.com/imgs/250px/13044.png",{"label":78,"url":79,"thumb":80,"extension":72},"Employee List","/template/employee-list-D13468","https://templates.business-in-a-box.com/imgs/250px/13468.png",{"label":82,"url":83,"thumb":84,"extension":10},"Commission List","/template/commission-list-D624","https://templates.business-in-a-box.com/imgs/250px/624.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":9,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":100},"SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [INSERT COMPANY NAME], a [INSERT STATE OF INCORPORATION], corporation [the \"COMPANY\"]. AND: The undersigned a [INSERT STATE OF INCORPORATION], corporation [the \"INVESTOR\"]. SUBSCRIPTION. Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","9","https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":93,"description":6},"subscription agreement",[95,97],{"label":18,"url":96},"finance-accounting",{"label":98,"url":99},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":9,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":117},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":109,"description":6},"non disclosure agreement nda",[111,114],{"label":112,"url":113},"Legal Agreements","business-legal-agreements",{"label":115,"url":116},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":119,"descriptionCustom":6,"label":120,"pages":104,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":130,"url":131},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[127,128],{"label":18,"url":96},{"label":21,"url":129},"raising-capital","term sheet","/template/term-sheet-D473",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":9,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":146},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":140,"description":6},"shareholders agreement",[142,143],{"label":112,"url":113},{"label":144,"url":145},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":148,"descriptionCustom":6,"label":149,"pages":104,"size":9,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":160},"INVESTMENT AGREEMENT This Investment Agreement (the Agreement) is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR NAME] the principal members of the Company (the \"Company Principals\") collectively referred to in this Agreement as the \"Company Parties.\" and existing under the laws of [STATE/PROVINCE], located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company was formed for the purpose of further developing, commercializing, and operating the business concept identified and includes any subsequent iteration of the business concept developed by the Company Parties (the \"Business\"); WHEREAS the Investor is desirous of making an investment (the \"Investment\") in the amount of [TOTAL INVESTMENT AMOUNT] into the Company to facilitate such Business. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contains, the parties hereto intending to be legally bound agree as follows: THE INVESTMENT 1.1 The Investor will make the Investment in the Company in consideration for the rights and privileges set forth in this Agreement. FUTURE ISSUANCES OF SECURITIES 2.1 From and after the date of this Agreement, the parties agree to take such further action and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of this Agreement. 2.2 If at any time in the future, the Company proposes to sell and issue any debt or equity securities, or any other securities or instruments entitling the holder thereof to receive any profits, capital, assets or property of the Company (collectively, \"Securities\"), in a single transaction or series of related transactions that results in gross proceeds to the Company of at least [STATE AMOUNT] (a \"Qualified Financing\"), the Company shall deliver written notice to the Investor stating (i) its bona fide intention to offer such Securities, (ii) the amount and type of Securities to be offered and (iii) the price and terms upon which it proposes to offer such securities. Upon receipt of such notice, the Investor shall be entitled to exercise any of the rights specified in sections 3, 4 and 5. RIGHT OF FIRST OFFER 3.1 The Investor shall have the first right to purchase all the Securities to be offered and sold in such Qualified Financing at the price and on the same terms and conditions specified in the notice. RIGHT TO PARTICIPATE 4","Investment Agreement","https://templates.business-in-a-box.com/imgs/1000px/investment-agreement-D12831.png","https://templates.business-in-a-box.com/imgs/250px/12831.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12831.xml",{"title":154,"description":6},"investment agreement",[156,157],{"label":18,"url":96},{"label":158,"url":159},"Shareholders & Investors","shareholders-investors","/template/investment-agreement-D12831",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":165,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":170,"keywords":173,"url":174},"CONVERTIBLE NOTE AGREEMENT This Convertible Note Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NOTE HOLDERS NAME] (the \"Note Holders\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Note Holders are willing to lend Company the aggregate sum of [AMOUNT] be evidenced by [%] Convertible Promissory Notes. In consideration of the mutual covenants and conditions herein contained, the parties hereby agree, represent and warrant as follows: Issue of Notes The Company will authorize the issue of its [%] Convertible notes (hereinafter called \"Notes\") in the aggregate principal amount of [amOUNT] to be dated [date] to mature on [date] to bear interest on the unpaid principal thereof at the rate of [%] per annum until maturity, payable on the [day] of [month] in each year, commencing on [date], [year], and after maturity at the rate of [%] per annum until paid, and to be substantially in the form of Exhibit A attached hereto. For the purposes of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a [number] day month and a [number] day year. The Company will promptly and punctually pay to Note Holders or their nominee the interest on any of the Notes held by Note Holders without presentment of the Notes. In the event that Note Holders shall sell or transfer any of the Notes, they shall notify the Company of the name and address of the transferee. In the event the Company defaults on any installment of interest or principal, then any Holder of these Notes may, at his option, without notice, declare the entire principal and the interest accrued thereon immediately due and payable and may proceed to enforce the collection thereof. All the Notes shall contain a confession of judgment provision. The Company will also authorize the issue of [number] shares of its common stock (hereinafter called \"The Stock\") and will authorize the issuance of and reserve for such purchase such a number of additional shares of common stock (hereinafter called the \"Conversion Stock\") as may from time to time be the maximum number required for issuance upon conversion of the Notes pursuant to the conversion privileges hereinafter stated. Sale and Purchase of Notes and Stock The Company will sell the Notes to the purchasers listed on Exhibit A, each of whom agrees to purchase the principal amount of the Notes set opposite their names, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein, at the purchase price of [%] of the principal amount. Representations and Warranties by the Company Company is a corporation duly organized and existing in good standing under the laws of the State of [state/province] has the corporate power to own its own property and to carry on in the business as it is now being conducted. Company has on its corporate records the names of the following individuals who each own [number] shares of common stock which constitute all the issue and outstanding capital stock of the Company as of this date. The Company has furnished to the Note Holders an Offering Circular which is attached hereto as Exhibit B. The financial statements contained therein are true and correct and have been prepared in accordance with generally accepted accounting principles consistently followed throughout the period indicated. There is no action or proceeding pending or, to the knowledge of the Company, threatened against the Company before any court or administrative agency, the determination of which might result in any material adverse change in the business of the Company. The Company has title to the respective properties and assets including the properties and assets reflected on the financial statement for the year ending [date] and which assets and properties are subject to no liens, mortgages, encumbrances or charges except a security interest to [specify]. The Company is not a party to any contract or agreement or subject to any restriction which materially and adversely affects its business, property or assets, or financial condition, and neither the execution nor delivery of this Agreement, nor the confirmation of the transactions contemplated herein, nor the fulfillment of the terms hereof, nor the compliance with the terms and provisions hereof and of the Notes, will conflict with or result in the breach of the terms, conditions or provisions or constitute a default, under the Articles of Incorporation or Code of Regulations of the Company or of any Agreement or instrument to which the Company is now a party. The Company has not declared, set aside, paid or made any dividend or other distributions with respect to its capital stock and has not made or caused to be made directly or indirectly, any payment or other distribution of any nature whatsoever to any of the holders of its capital stock except for regular salary payments for services rendered and the reimbursement of business expenses. All of the equipment and automobiles of the Company are in good condition and repair. There are no outstanding options or rights to purchase shares of the Company and no outstanding securities with the right of conversion into shares of the Company. The Company owns or possesses adequate licenses or other rights to use, all patents, trademarks, trade names, trade secrets, and copyrights used in its business. No one has asserted to the Company that its operations infringe on the patents, trademarks, trade secrets or other rights utilized in the operation of its business. Neither the Company nor any agent or employee acting in its behalf has offered the Notes or the Stock or any portion thereof for sale to or solicited in any offer to buy the same or any thereof from any person or persons other than the purchasers listed in the attached Exhibit A and [NUMBER] other persons, and neither the Company nor any agent or employee acting in its behalf will sell or offer for sale the Notes or Stock or any portion thereof to or solicit any offer to buy the Notes or the Stock from any person or persons so as to bring the issuance or sale thereof within the provisions of Section [NUMBER] of the [ACT]. Representations and Warranties by the Note Holders The Note Holders represent and warrant that: The Note Holders are subscribing for the Notes and Stock for investment purposes and not with the view to or for sale in connection with any distribution thereof and that they have no present intent to sell, give or otherwise transfer the Notes or Stock. The Note Holders state that they are and residents of the State of [state/province]. The Note Holders understand that this is a highly speculative investment in a Company which is insolvent both from a legal and an equity standpoint. Individuals represent and warrant that they have a net worth in excess of [amount] exclusive of their residences and that they are sophisticated investors who are knowledgeable about the [specify] business. Note Holders state that they will be active in the affairs of the business of the Company. Prepayment of the Notes Company shall have the right to make prepayments on principal of the Notes at any time on [number] days written notice. Such prepayment shall be accompanied by a payment of all accrued interest to date. There shall be no premium for the amount so prepaid. Conversion","Convertible Note Agreement","6",64,"https://templates.business-in-a-box.com/imgs/1000px/convertible-note-agreement-D870.png","https://templates.business-in-a-box.com/imgs/250px/870.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#870.xml",{"title":6,"description":6},[171,172],{"label":112,"url":113},{"label":112,"url":113},"convertible note agreement","/template/convertible-note-agreement-D870",false,{"seo":177,"reviewer":190,"quick_facts":194,"at_a_glance":197,"personas":201,"variants":226,"glossary":251,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":471,"jurisdictions":484,"related_template_ids_curated":505,"schema":514,"classification":515},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Private Placement Due Diligence Requisition List | BIB","Free private placement due diligence requisition list template. Covers corporate records, financials, IP, contracts, and regulatory compliance.","private placement due diligence requisition list",[182,183,184,185,186,187,188,189],"due diligence checklist private placement","private placement due diligence template","due diligence requisition list template","securities offering due diligence checklist","private placement memorandum due diligence","investor due diligence document list","due diligence document request list template","private placement document checklist word",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":196,"signature_required":196},"advanced",true,{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Private Placement Due Diligence Requisition List is a formal document request submitted by an investor or their 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. This free Word download gives you a structured, attorney-informed starting point you can edit online and export as PDF for immediate use in a live transaction.\n","Use it when an investor, fund, or their counsel needs to systematically request documents from a target company prior to closing a private placement, including Regulation D offerings, convertible note rounds, SAFE agreements, and private equity transactions. It is typically issued after an NDA is signed and a term sheet is under negotiation.\n","The list covers corporate formation and governance records, capitalization tables and equity documents, audited and unaudited financial statements, material contracts, intellectual property registrations, litigation and regulatory history, employee and compensation records, and environmental and compliance matters — organized into numbered sections for systematic document production and tracking.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Venture capital investors","Requesting a complete document package before leading a Series A or B round","persona-investor",{"title":207,"use_case":208,"icon_asset_id":209},"Private equity analysts","Conducting pre-close diligence on a leveraged buyout or growth equity target","persona-financial-analyst",{"title":211,"use_case":212,"icon_asset_id":213},"Corporate attorneys","Issuing a formal requisition list on behalf of a buy-side client in a securities transaction","persona-corporate-attorney",{"title":215,"use_case":216,"icon_asset_id":217},"Angel investors","Structuring a first-time due diligence request before writing a check into a startup","persona-angel-investor",{"title":219,"use_case":220,"icon_asset_id":221},"Investment bankers","Coordinating document production for a Regulation D offering or placement memorandum","persona-investment-banker",{"title":223,"use_case":224,"icon_asset_id":225},"Startup founders","Understanding what documents investors will request so they can prepare a data room in advance","persona-startup-founder",[227,231,235,238,241,244,247],{"situation":228,"recommended_template":229,"slug":230},"Seed or pre-seed investment with minimal corporate history","Startup Due Diligence Checklist","checklist-customer-due-diligence-D13916",{"situation":232,"recommended_template":233,"slug":234},"Mergers and acquisitions transaction with full asset or share purchase","M&A Due Diligence Checklist","how-to-conduct-a-merger-or-acquisition-D12968",{"situation":236,"recommended_template":237,"slug":230},"Real estate private placement or syndication","Real Estate Due Diligence Checklist",{"situation":239,"recommended_template":163,"slug":240},"Debt financing or convertible note round","convertible-note-agreement-D870",{"situation":242,"recommended_template":49,"slug":243},"Investor seeking a summary-level overview rather than full document production","private-placement-memorandum-D1015",{"situation":245,"recommended_template":87,"slug":246},"Structuring the legal terms governing the offering itself","subscription-agreement-D12537",{"situation":248,"recommended_template":249,"slug":250},"Pre-diligence confidentiality protection before documents are shared","Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692",[252,255,258,261,264,267,270,273,276,279,282,285],{"term":253,"definition":254},"Private Placement","A securities offering sold directly to a select group of accredited investors without a public registration filing with a securities regulator.",{"term":256,"definition":257},"Due Diligence","The systematic investigation of a company's legal, financial, and operational condition that an investor conducts before committing capital.",{"term":259,"definition":260},"Requisition List","A formal, numbered list of documents and information categories that one party formally requests the other party to produce in a transaction.",{"term":262,"definition":263},"Data Room","A secure virtual or physical repository where the company organizes and shares due diligence documents with prospective investors under an NDA.",{"term":265,"definition":266},"Regulation D","A US SEC safe harbor exemption from public registration that allows companies to raise capital from accredited investors through private placements.",{"term":268,"definition":269},"Cap Table","A spreadsheet recording all equity holders, their ownership percentages, option pools, warrants, and the dilution impact of new investment rounds.",{"term":271,"definition":272},"Material Contracts","Agreements that are significant enough to the company's business that a reasonable investor would want to review them before investing — typically revenue contracts, supplier agreements, and debt instruments.",{"term":274,"definition":275},"Representations and Warranties","Factual statements made by the company about its legal, financial, and operational condition that the investor relies on as a condition of closing.",{"term":277,"definition":278},"Accredited Investor","A person or entity meeting minimum income, net worth, or professional credentials set by securities regulators — the class of investor eligible to participate in most private placements.",{"term":280,"definition":281},"Closing Conditions","Specific requirements — including satisfactory completion of due diligence — that must be met before a private placement transaction can legally close.",{"term":283,"definition":284},"SAFE Agreement","A Simple Agreement for Future Equity — a convertible instrument used in early-stage financings that converts to equity at a future priced round.",{"term":87,"definition":286},"The binding contract through which an investor formally agrees to purchase securities in a private placement at agreed terms.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Corporate organization and governance records","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.","Please provide: (a) Certificate of Incorporation and all amendments; (b) Bylaws and all amendments; (c) Minutes of all Board and shareholder meetings for the past [3] years; (d) Organizational chart showing all subsidiaries and affiliates.","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.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Capitalization and equity documents","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.","Please provide: (a) Fully diluted cap table as of [DATE]; (b) All stock purchase agreements, option grants, and warrant certificates; (c) All convertible instruments (SAFEs, convertible notes) with principal, interest, and conversion terms; (d) Option plan documents and all grant schedules.","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.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Financial statements and projections","Requests audited or reviewed financial statements for the past three years, the most recent management accounts, and forward-looking financial projections with supporting assumptions.","Please provide: (a) Audited financial statements for fiscal years [YEAR-2] through [YEAR]; (b) Unaudited management accounts for the most recent [3] months; (c) 3-year financial projections with key assumptions; (d) Most recent budget and any board-approved operating plan.","Accepting projections without the supporting assumption model. A revenue forecast disconnected from unit economics, headcount, and capital deployment cannot be independently validated.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Material contracts","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.","Please provide copies of: (a) All customer contracts representing more than [5]% of annual revenue; (b) All supplier or vendor agreements with annual value exceeding $[THRESHOLD]; (c) All loan agreements, lines of credit, and debt instruments; (d) All partnership, distribution, and reseller agreements.","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.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Intellectual property records","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.","Please provide: (a) Schedule of all patents, trademarks, and copyrights, including application numbers and registration dates; (b) Executed IP assignment agreements from all founders, employees, and contractors; (c) All in-bound and out-bound IP license agreements; (d) Description of trade secret protection policies and procedures.","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.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Litigation, disputes, and regulatory matters","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.","Please provide: (a) A schedule of all pending or threatened claims, litigation, arbitration, or government investigations; (b) Copies of all demand letters received in the past [3] years; (c) Any consent decrees, settlement agreements, or regulatory orders; (d) Any correspondence with securities regulators relating to the company's prior offerings.","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.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Employee and compensation matters","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.","Please provide: (a) Employee roster with titles, start dates, and compensation as of [DATE]; (b) Executed employment agreements and offer letters for all officers and key employees; (c) Description of all bonus, commission, and equity incentive plans; (d) Any severance agreements or change-of-control payment obligations.","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.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Regulatory and compliance records","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.","Please provide: (a) Copies of all material operating licenses and permits; (b) Any notices of violation or non-compliance from regulatory authorities in the past [3] years; (c) A description of the company's data privacy and cybersecurity policies and any breach history; (d) Environmental permits and any known environmental liabilities.","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.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Prior financing and securities issuance history","Requests documentation of all prior capital raises, including offering documents, subscription agreements, investor side letters, and evidence of exemption compliance with applicable securities laws.","Please provide: (a) All prior private placement memoranda, offering circulars, or offering summaries; (b) Executed subscription agreements from all prior investors; (c) Form D filings (US) or equivalent exemption filings; (d) All investor side letters, most-favored-nation agreements, or information rights agreements.","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.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Insurance coverage","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.","Please provide: (a) Certificates of insurance for all current policies; (b) Directors and Officers (D&O) liability policy with limits and coverage summary; (c) Errors and Omissions (E&O) or professional liability policy; (d) Cyber liability and data breach coverage; (e) Key-person life insurance policies, if any.","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.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties and transaction context","Enter the investor entity's legal name, the target company's legal name, and the date of the requisition. Include a brief description of the offering type (e.g., Regulation D, Series A equity round, convertible note) so the company understands the scope of the request.","Reference the specific NDA and term sheet by date in the recitals — this confirms the request is made under confidentiality protection and within the agreed diligence period.",{"step":345,"title":346,"description":347,"tip":348},2,"Customize document categories to the transaction","Remove or mark as not applicable any sections irrelevant to the company's stage or industry — a two-year-old SaaS startup does not have environmental permits. Add industry-specific sections (e.g., FDA clearances for medical devices, money transmission licenses for fintech).","A requisition list tailored to the company's actual profile gets faster, more complete responses than a generic 100-item checklist that includes dozens of inapplicable items.",{"step":350,"title":351,"description":352,"tip":353},3,"Set a response deadline and document format","Specify a production deadline — typically 10–15 business days from issue — and the preferred format: organized PDF uploads to a named virtual data room, or physical production. Number each item to facilitate tracking and follow-up.","Use a shared data room index that mirrors the requisition list numbering so you can track production status in real time without email chains.",{"step":355,"title":356,"description":357,"tip":358},4,"Define the certification requirement","Include a certification block requiring an authorized officer of the company to confirm the documents produced are complete, accurate, and represent all responsive records. This creates a contractual basis for representations and warranties.","Request that the certification be executed by the CEO or CFO — not outside counsel — so the company itself bears responsibility for completeness.",{"step":360,"title":361,"description":362,"tip":363},5,"Circulate to co-investors and counsel for alignment","If the round involves multiple investors or syndicate members, align on a single consolidated requisition list before sending. Competing lists from multiple investors overwhelm the company's management team and slow the diligence process.","Designate a lead investor or lead counsel to own the master requisition list and consolidate supplemental requests from other investors into a single addendum.",{"step":365,"title":366,"description":367,"tip":368},6,"Track responses against the numbered list","Maintain a running log showing each numbered item, whether documents have been received, whether the response is complete, and any follow-up items outstanding. Share the status log with the company to drive timely production.","Color-code the tracker — green for complete, yellow for partially produced, red for outstanding — and share a weekly update so both sides stay aligned without daily calls.",{"step":370,"title":371,"description":372,"tip":373},7,"Issue follow-up requests for deficient responses","Where responses are incomplete or documents reference additional agreements not yet produced, issue a numbered follow-up request citing the original item number. Keep all supplemental requests in writing.","Document every oral representation made during management calls about diligence items — send a written confirmation email immediately after each call summarizing what was represented and what is still outstanding.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute the document before the diligence period opens","Both parties — or their authorized representatives — should sign the requisition list before the company begins producing documents. The executed list, combined with the NDA, establishes the contractual framework governing document production and confidentiality.","If the investor is a fund, confirm the signatory has authority under the fund's governing documents — a signature from an analyst rather than a general partner can create closing ambiguity.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Issuing the requisition list before an NDA is in place","Without an executed NDA, the company has no contractual obligation to keep the diligence process confidential, and the investor has no legal basis to restrict how the company uses information about the investor's interest or valuation expectations.","Execute a mutual NDA before issuing the requisition list. Reference the NDA in the list's recitals so document production is clearly governed by its confidentiality obligations.",{"mistake":385,"why_it_matters":386,"fix":387},"Using a generic checklist without tailoring it to the company's stage","A 150-item institutional checklist sent to a seed-stage company with 8 employees produces incomplete, disorganized responses and signals to management that the investor doesn't understand the business.","Remove inapplicable sections and add industry-specific categories before sending. A focused 50-item list produces faster, more complete responses than an exhaustive template.",{"mistake":389,"why_it_matters":390,"fix":391},"Failing to request IP assignment agreements from all contributors","Unassigned IP from a co-founder, early contractor, or academic institution is one of the most common material defects found in early-stage due diligence and frequently requires expensive remediation or delays closing.","Explicitly request executed IP assignment agreements from every individual who contributed to the product, including pre-incorporation work — and confirm assignments cover all jurisdictions where the company operates.",{"mistake":393,"why_it_matters":394,"fix":395},"Accepting a summary cap table without underlying grant documents","Cap table summaries routinely omit anti-dilution provisions, most-favored-nation rights, side letters, and acceleration terms — all of which directly affect the economic position of the incoming investor.","Request all underlying equity issuance documents — stock purchase agreements, option grant notices, SAFE agreements, and convertible notes — and reconcile them against the cap table line by line.",{"mistake":397,"why_it_matters":398,"fix":399},"Setting no deadline for document production","Without a production deadline, companies treat the requisition list as lower priority than revenue-generating work, and diligence drags for months — burning goodwill and increasing deal risk.","State a specific production deadline in the requisition letter — 10 to 15 business days is standard — and confirm it with the company's counsel before sending.",{"mistake":401,"why_it_matters":402,"fix":403},"Not requesting prior offering documents and Form D filings","If a prior fundraising round was conducted without proper securities law exemption compliance, the company may face rescission liability that becomes the new investor's problem post-close.","Request all prior offering documents, subscription agreements, accredited investor certifications, and exemption filings — and have securities counsel review them for compliance gaps before closing.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a private placement due diligence requisition list?","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.\n",{"question":409,"answer":410},"When should a due diligence requisition list be issued?","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.\n",{"question":412,"answer":413},"Who prepares the due diligence requisition list?","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.\n",{"question":415,"answer":416},"What documents are typically requested in a private placement due diligence?","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.\n",{"question":418,"answer":419},"Is a due diligence requisition list legally binding?","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.\n",{"question":421,"answer":422},"How does a requisition list differ from a private placement memorandum?","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.\n",{"question":424,"answer":425},"What is a virtual data room and how does it relate to this document?","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.\n",{"question":427,"answer":428},"Does due diligence vary by jurisdiction?","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.\n",{"question":430,"answer":431},"How long does the due diligence process typically take?","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.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","Source code ownership verification, SaaS customer contract assignment rights, data privacy compliance, and open-source license audits are critical categories alongside standard corporate and financial diligence.",{"industry":438,"icon_asset_id":439,"specifics":440},"Healthcare / Life Sciences","industry-healthtech","FDA clearances and clinical trial records, HIPAA compliance documentation, reimbursement code registrations, and healthcare fraud and abuse compliance policies require dedicated requisition sections.",{"industry":442,"icon_asset_id":443,"specifics":444},"Financial Services / Fintech","industry-fintech","Money transmission licenses, broker-dealer registrations, AML and KYC program documentation, banking partnership agreements, and regulatory examination history require specialized diligence categories.",{"industry":446,"icon_asset_id":447,"specifics":448},"Real Estate","industry-real-estate","Title records, zoning and land use approvals, environmental phase reports, tenant lease abstracts, and property-level financial statements dominate the requisition list for real estate private placements.",{"industry":450,"icon_asset_id":451,"specifics":452},"Manufacturing","industry-manufacturing","Environmental permits and contamination history, supply chain contract assignments, product liability claims history, and quality certification records are material categories beyond standard corporate diligence.",{"industry":454,"icon_asset_id":455,"specifics":456},"Professional Services","industry-professional-services","Client concentration analysis, professional liability claims history, non-solicitation agreement enforceability, and key-person dependency documentation are distinctive diligence priorities for services businesses.",[458,461,464,467],{"vs":49,"vs_template_id":459,"summary":460},"private-placement-memorandum-D5168","A private placement memorandum (PPM) is a disclosure document the company prepares to describe the offering, its terms, and its risk factors — it is what the company says about itself. A due diligence requisition list is the investor's tool for independently verifying those statements by reviewing underlying records. Both are used in the same transaction but serve opposite roles: the PPM discloses; the requisition list verifies.",{"vs":87,"vs_template_id":462,"summary":463},"subscription-agreement-D5170","A subscription agreement is the binding contract through which an investor formally commits to purchase securities at agreed terms. It is executed at closing, after due diligence is complete and satisfactory. The requisition list is a pre-closing diligence tool — the two documents are sequential, not interchangeable, with the requisition list process being a closing condition that must be satisfied before the subscription agreement is signed.",{"vs":465,"vs_template_id":250,"summary":466},"Non-Disclosure Agreement","An NDA governs confidentiality of all information exchanged during a transaction and must be executed before the requisition list is issued. The NDA does not specify what documents are requested or required — it protects the information once produced. The requisition list is a substantive document request that operates within the confidentiality framework the NDA establishes.",{"vs":468,"vs_template_id":469,"summary":470},"Letter of Intent","D{LETTER_OF_INTENT_ID}","A letter of intent (or term sheet) records the preliminary agreed terms of the investment and typically triggers the formal due diligence process. It is not a comprehensive document request — it describes the deal structure, not the records needed to validate it. The requisition list is issued after the LOI is signed and drives the investigative work that confirms the representations embedded in the term sheet.",{"use_template":472,"template_plus_review":476,"custom_drafted":480},{"best_for":473,"cost":474,"time":475},"Angel investors, early-stage rounds under $500K, or founders building a data room proactively before an investor meeting","Free","1–2 hours to tailor and issue",{"best_for":477,"cost":478,"time":479},"Series A or B rounds, deals involving regulated industries, or investors without dedicated legal counsel on the transaction","$500–$1,500 for counsel review and customization","2–3 days",{"best_for":481,"cost":482,"time":483},"Private equity buyouts, cross-border placements, complex capital structures, or transactions exceeding $5M where material legal risk is present","$3,000–$10,000+ for full legal diligence management","1–2 weeks",[485,490,495,500],{"code":486,"name":487,"flag_asset_id":488,"note":489},"us","United States","flag-us","US private placements typically rely on Regulation D exemptions (Rules 504, 506(b), or 506(c)) under the Securities Act of 1933. Diligence should confirm Form D filings with the SEC and applicable state blue sky filings. Rule 506(c) offerings require documented accredited investor verification for each prior and current investor. State securities regulators may impose additional requirements — California, New York, and Texas apply active oversight of exempt offerings.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"ca","Canada","flag-ca","Canadian private placements are governed provincially — each province and territory has its own Securities Act and requires separate exemption analysis. The accredited investor and offering memorandum exemptions under National Instrument 45-106 are most commonly used. Quebec requires French-language disclosure for Quebec-resident investors. Diligence should confirm that all prior offering documents comply with the applicable provincial exemptions and that any required offering memoranda were properly delivered.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"uk","United Kingdom","flag-uk","UK private placements fall under the Financial Services and Markets Act 2000 and the Financial Promotion Order. Common exemptions include the high net worth individual and sophisticated investor exemptions. Post-Brexit, EU prospectus exemptions no longer apply in the UK. Diligence should confirm FCA authorization status of any placement agent, proper financial promotion compliance, and whether the company holds or requires FCA authorization for any regulated activities — particularly relevant for fintech and financial services targets.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"eu","European Union","flag-eu","EU private placements must navigate the Prospectus Regulation (EU) 2017/1129 exemptions — commonly the qualified investor exemption or the offer to fewer than 150 persons per member state. GDPR compliance is a mandatory diligence category for any EU-based target or any company processing EU resident data, requiring review of data processing agreements, privacy policies, and breach history. Member state securities regulators retain jurisdiction over local exemption filings, and requirements vary materially between Germany, France, the Netherlands, and other member states.",[243,246,250,506,507,508,240,509,510,511,512,513],"term-sheet-D473","shareholders-agreement-D1016","investment-agreement-D12831","board-resolution-D78","employment-agreement_at-will-employee-D541","intellectual-property-assignment-D5229","letter-of-intent_acquisition-of-business-D5197","cap-table-D13151",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":96,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":526},"due-diligence-and-audits","checklist","general","growth",[521,522,523,524,525],"fundraising","investor","m-and-a","due-diligence","private-placement",0.85,"\u003Ch2>What is a Private Placement Due Diligence Requisition List?\u003C/h2>\n\u003Cp>A \u003Cstrong>Private Placement Due Diligence Requisition List\u003C/strong> is a formal, numbered document request issued by an investor — or their legal counsel — to a company conducting a private securities offering. It identifies every category of corporate, financial, legal, intellectual property, and operational record the investor requires to independently verify the company's condition before committing capital. Unlike the company-authored private placement memorandum, the requisition list is entirely investor-driven: it defines the scope of independent verification rather than relying on the company's own disclosures. The executed list, combined with the governing NDA, creates the contractual framework that governs document production, officer certification, and the completeness representations that flow into the final transaction documents at closing.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Proceeding with a private placement investment without a structured requisition list leaves the investor exposed on every front that matters: unassigned intellectual property discovered after closing, undisclosed litigation that surfaces during integration, cap table defects that dilute the new investor's position, and prior offering compliance failures that create rescission liability for the entire shareholder base. Each of these outcomes is common, expensive, and preventable. A properly issued requisition list — tailored to the company's stage and industry, issued with a firm production deadline, and tracked against a numbered log — converts an informal information exchange into a documented, accountable process with an officer certification behind it. This template gives investors, founders preparing data rooms, and deal counsel a professionally structured starting point that covers every standard diligence category and can be tailored to any transaction in under two hours.\u003C/p>\n",1778696355448]