Below is a partial list of items your attorney and accountant will need
in order to complete the transaction. As a seller, it is in your best
interest to start collecting these items as soon as possible to
make the transaction smoother. Having these items ready for a buyer
will show that you have a well-organized business that the buyer can
have faith in. As a buyer, this list will help you organize what you
will need to request from the seller.
# |
Date
Requested |
Date
Received |
Due Diligence Items |
1 |
|
|
Articles of
Incorporation (By Laws, Minutes, Share Certificate, Stock Ledger) |
2 |
|
|
Copy of any
Shareholders Agreements |
3 |
|
|
Copy of all
effective loan agreements or current credit agreements |
4 |
|
|
Copy of list
for all bank accounts and reflecting current statements |
5 |
|
|
Copy of federal
and state tax returns for the last three years |
6 |
|
|
Copy of list
for all registered trademarks or trade names and copy of such filings |
7 |
|
|
Copy of software
licenses that are property of corporation |
8 |
|
|
Copy of all
commercial contracts |
9 |
|
|
List and description
of any claims or law suits |
10 |
|
|
Intangible Tax
2004 |
11 |
|
|
Tangible Tax
2004 |
12 |
|
|
Fixed Assets
Schedule |
13 |
|
|
Depreciation
Schedule |
14 |
|
|
Amortization
Schedule |
15 |
|
|
Loans (identify
and describe each person or company) |
16 |
|
|
Monthly Sales
Tax Records for 2002, 2004, and for monthly year to date |
17 |
|
|
Copy of all
Licenses |
18 |
|
|
Sales tax |
19 |
|
|
Copies of insurance
policies |
20 |
|
|
Balance Sheet
& Income Statement Income (Profit & Loss) for the last three
years |
21 |
|
|
Bank Statements
2003, 2004, and monthly year to date |
22 |
|
|
Payrolls 2003,
2004 (Form UCT-6) |
23 |
|
|
Aging of accounts
receivable 2003, 20034 (A/P aging summary) |
24 |
|
|
Health Insurance
(copies) |
25 |
|
|
List of employees,
employment records/contracts, job evaluation, description, salary,
organizational chart |
26 |
|
|
List of assets
not included in purchase price |
27 |
|
|
Copy of Property
tax bill or schedule (if applicable) or building/property lease |
28 |
|
|
Schedule of
expenses paid for the benefit of shareholder/owner |
29 |
|
|
Certificate
of Good Standing |
30 |
|
|
Copies of contracts
with customers and suppliers |
31 |
|
|
Copies of lease
agreements |
32 |
|
|
Pension Plan
information |
33 |
|
|
Brief history
of the Company and its operations including a description of products
(or services) offered and markets served |
34 |
|
|
List of top
customers and sales volume |
35 |
|
|
Contact name,
address and telephone number of the Company’s professional advisors. |
36 |
|
|
Inventory List
(if any) |
| |
|
|
ADDITIONAL ITEMS for the final transaction:
1. Bill of Sale
2. Non-Lien Affidavit
3. Seller's/Buyer's Affidavit
4. Seller's/Buyer's Corporate Resolution
5. Cooperation Agreement
6. Affidavit of (Transfer of fictitious name, web site,
yellow pages advertising, telephone)
7. Tax Reprobation agreement
8. Assignment of trade name
9. Assignment of Customer Contracts and Accounts
10. Assignment of Purchase and Sale /Definitive Agreement Contract
(If to a corporation)
11. Non-compete Covenant
12. Promissory Note
13. Security Agreement
14. UCC-1 Financing Statement
15. Assignment of Lease
16. Collateral Assignment of Lease
17. Employment/Consulting Agreement
18. Purchase Price Allocation
19. Inventory list/Adjustment Worksheet
20. List of Vendors/Deposits
21. Closing Statement |