Run this before entering diligence for a fundraise, acquisition, or major partnership — while you still control the timeline and framing of anything it surfaces.
Corporate & Governance All related-party transactions are documented and disclosed, not just verbally understood internally Statutory beneficial ownership (SBO) filings match the current, actual cap table Board resolutions exist for all major historical decisions (share allotments, borrowing, related-party approvals)
Intellectual Property All core IP (code, designs, trademarks) has a documented assignment from the individual creator to the company No key IP was created by a consultant or contractor without an assignment clause in their engagement Trademark and domain registrations are current and held in the company's name, not a founder's personally
Statutory Compliance All ROC annual filings are current, with no lapses in the last 3 years GST returns are filed and reconciled, with no material outstanding notices Any labour law registrations (PF, ESI, Shops & Establishment) are current for all applicable locations
Contracts & Liabilities Indemnity clauses in key vendor and customer contracts have been reviewed for unquantified exposure No material contract contains a change-of-control clause that could be triggered unexpectedly by the deal itself Outstanding litigation or disputes (even minor) are documented with current status
People Long-term consultants are reviewed against employee-misclassification risk (fixed hours, exclusivity, supervision) Key employee contracts include enforceable confidentiality and non-solicitation terms No undisclosed side agreements exist with employees or founders outside their formal contracts
Financial Contingent liabilities (guarantees, pending claims) are quantified, not just noted as "unlikely"
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RS
Written by RS 20+ years in commercial & corporate practice — in-house at BT, Oracle and Dell before founding AstraLex.