Due Diligence Request List
A comprehensive, category-organized due diligence request list for M&A, capital raises, and debt financings. Use to build your data room, anticipate counterparty requests, and track diligence completion.
Software platform only. Not a registered broker-dealer. No securities, legal, tax, accounting, or investment advice.
Using a Due Diligence Request List Strategically
A due diligence request list (DDR or DDQ) is the formal document request that buyers, investors, or lenders submit to a company at the start of confirmatory diligence. It is the definitive list of what counterparties want to see — and it maps almost exactly to the documents that should already be in your data room if you have prepared proactively.
Companies that use this list proactively — to build their data room before launching a process — consistently complete diligence faster and with fewer disruptions. When a buyer submits a DDR and the data room already contains 80–90% of the requested items, the process signals to counterparties that management is organized, prepared, and has nothing to hide. The remaining open items can be addressed quickly rather than creating a multi-week documentation scramble.
This list is organized into ten standard diligence categories. Not every item is applicable to every company or transaction — adapt it to your specific situation with guidance from your legal and financial advisers. InvestmentBank.com diligence tracker software maps your data room contents to a DDR format, flags open items, and tracks responses to counterparty questions.
1. Financial Diligence
Audited Financial Statements (5 Years)
CPA-audited income statements, balance sheets, cash flow statements, and notes for the five most recent fiscal years.
Interim Financial Statements (Current YTD)
Most recent month-end management financials with prior-year comparison.
Monthly Financials (36 Months)
Month-by-month income statement for the trailing 36 months.
EBITDA Reconciliation & Adjustment Support
Detailed EBITDA bridge from net income to reported EBITDA to adjusted EBITDA with documentation supporting each adjustment.
Financial Projections (5 Years) with Assumptions
Integrated 3-statement projections with a fully documented assumptions schedule and scenario analysis.
Revenue by Customer (3 Years)
Annual revenue by customer and by product/service line for the three most recent years.
Gross Margin by Product / Segment
Gross margin analysis by product, service line, customer segment, or geography.
Working Capital Analysis
Historical and projected working capital components with DSO, DIO, and DPO trend analysis and normalization.
Capex Schedule (Historical & Projected)
Historical capital expenditures by type (maintenance vs. growth) and projected capex requirements.
Accounts Receivable & Payable Aging
Current AR and AP aging by counterparty with concentration and at-risk balance analysis.
Banking Statements (12 Months)
Bank statements for all operating and treasury accounts for the trailing 12 months.
Cash Flow Reconciliation
Reconciliation from EBITDA to free cash flow, including changes in working capital, capex, interest, and taxes.
2. Legal Diligence
Corporate Formation & Governance Documents
Certificate of incorporation, bylaws, operating agreement, shareholder agreements, and all amendments.
Board & Shareholder Resolutions (5 Years)
Minutes of all board meetings and significant shareholder actions for the past five years.
Cap Table (Fully Diluted)
Current fully diluted cap table with all equity securities, options, warrants, and convertible instruments.
Material Contracts (All Categories)
Customer, supplier, lease, license, technology, and partner agreements — full copies indexed by category.
IP Ownership Documentation
IP assignment agreements, registration certificates, prosecution history for patents, and trademark registration status.
Litigation History & Pending Matters
All pending and threatened litigation, arbitration proceedings, and regulatory investigations — with counsel summary.
Regulatory Licenses & Permits
All material licenses, permits, and regulatory approvals with current status and renewal schedule.
Settlement Agreements
Copies of all settlement agreements from resolved litigation or regulatory matters.
Change-of-Control Provisions Summary
Summary of all material contracts with change-of-control clauses requiring consent or triggering termination rights.
Related Party Transactions
All transactions between the company and related parties (owners, family members, affiliated entities) for the past three years.
3. Commercial Diligence
Customer Reference List (10+ Customers)
Contact information for customers willing to discuss the company's products and services under NDA.
Customer Retention & Churn Analysis (3 Years)
Annual cohort-level retention and churn data with revenue retention rates and explanation of significant churn events.
Customer Satisfaction Data (NPS or Equivalent)
Net Promoter Score history, customer satisfaction survey results, or other satisfaction metrics.
Competitive Win/Loss Analysis
Data on competitive wins and losses with reasons cited — demonstrates commercial competitiveness and market positioning.
Sales Pipeline & Backlog
Current signed backlog and qualified pipeline by stage with expected close dates and revenue amounts.
Pricing History & Increase Data
Historical price increases, customer response, and evidence of pricing power.
Top 20 Customer Contracts
Full contracts for the top 20 customers by revenue, with key terms highlighted: contract value, term, renewal, termination, and assignment provisions.
Sales & Marketing Cost History
3-year history of sales and marketing expense with new customer acquisition cost (CAC) and payback analysis.
Market Research & Third-Party Reports
Any third-party market research, industry reports, or consultant analyses supporting the market size and growth narrative.
4. Operational Diligence
Organizational Chart (Full)
Current organizational chart by department with headcount, titles, and locations.
Operational Process Documentation
Written descriptions of key operational processes, quality control systems, and production workflows.
Key Vendor & Supplier Agreements
Agreements with key vendors and suppliers, particularly sole-source or critical relationships.
Supply Chain Risk Assessment
Analysis of supply chain concentration, single-source dependencies, and geographic risk factors.
Quality Control & Compliance Records
Quality certifications, audit results, and compliance records (ISO, SQF, GMP, or sector-equivalent).
Insurance Coverage Summary
Schedule of all insurance coverages with limits, deductibles, and current claims activity.
Real Property Schedule
All owned and leased real property with lease terms, renewal options, and any environmental concerns.
Fixed Asset Register
Detailed fixed asset register with description, age, book value, and condition of major assets.
5. Human Resources Diligence
Employee Census (Anonymized)
Full employee list with titles, departments, locations, tenure, compensation type (salary/hourly), and employment status.
Executive Employment Agreements
Employment agreements for all C-suite and VP-level executives with compensation, bonus, severance, and non-compete terms.
Equity & Bonus Plan Documentation
All equity incentive plans, phantom equity plans, and bonus plans with plan documents and participant schedules.
Benefits Plan Summary
Summary of health, dental, retirement, and other benefits with current employer cost and employee participation rates.
WARN Act History / Workforce Reduction
Any prior workforce reductions, WARN Act notices, or mass layoff events with circumstances and resolution.
Employment Litigation History
Any employment discrimination, harassment, wage/hour, or wrongful termination claims in the past 5 years.
Non-Compete & Non-Solicitation Agreements
Executed agreements with all employees who have access to confidential information or customer relationships.
Union Agreements (if applicable)
Current collective bargaining agreements with term, key provisions, and renewal history.
6. Tax Diligence
Federal Tax Returns (5 Years)
Complete federal returns with all schedules, K-1s, and amended returns.
State & Local Returns (5 Years)
Returns for all jurisdictions with nexus, including any amended returns.
IRS Correspondence & Audit History
All IRS correspondence, examination reports, notices of deficiency, and protest letters from the past 7 years.
State Tax Audit History
State and local tax audits, assessments, and correspondence from the past 7 years.
NOL Carryforward Schedule
Net operating loss carryforward schedules by jurisdiction with limitations analysis (Section 382 if applicable).
Transfer Pricing Documentation
Intercompany transaction documentation and transfer pricing studies for entities with cross-border transactions.
R&D Credit Documentation
Supporting documentation for R&D tax credit claims, including study reports.
Sales Tax Nexus & Compliance Analysis
Nexus determination, filing history, and any exposure analysis for states where compliance may be uncertain.
7. Environmental Diligence
Phase I Environmental Site Assessments
Phase I ESA reports for all owned and leased real property where environmental risk is relevant (manufacturing, distribution, chemical handling).
Phase II Environmental Assessments (if applicable)
Phase II ESA or remediation reports for any sites with identified recognized environmental conditions (RECs).
Environmental Permits & Compliance Records
All environmental permits (air, water, waste, stormwater) with compliance history and current status.
Hazardous Materials Inventory & Handling
Inventory of hazardous materials used or stored on-site, MSDS/SDS documentation, and storage compliance.
Spill & Incident Report History
History of any environmental spills, releases, or incidents and regulatory correspondence related to remediation.
Environmental Litigation & Orders
Any pending environmental litigation, consent orders, or regulatory compliance orders.
8. IT & Cybersecurity Diligence
IT Infrastructure Overview
Summary of technology infrastructure: servers, cloud providers, network architecture, and key system dependencies.
Cybersecurity Policy & Program Documentation
Information security policy, access control policy, incident response plan, and business continuity plan.
Penetration Test Reports (Last 2 Years)
Most recent penetration testing reports with findings and remediation status.
SOC 2 / ISO 27001 Reports
Current SOC 2 Type II or ISO 27001 certification with scope and any exceptions noted.
Prior Security Incident History
Any prior data breaches, security incidents, or unauthorized access events with description and remediation.
Data Privacy Compliance (GDPR / CCPA)
Privacy policy, data processing agreements, and compliance program documentation for applicable privacy regulations.
Material Software Licenses
All material software license agreements including SaaS subscriptions with change-of-control provisions.
IT Capex & Refresh Plan
Capital expenditure history for technology and planned IT refresh or upgrade investments.
9. Insurance Diligence
General Liability — Certificate & Policy
Current certificate and policy documents with limits, deductibles, and additional insured requirements.
Directors & Officers (D&O) Insurance
Current D&O policy with limits, deductibles, and coverage terms for pre-closing matters.
Errors & Omissions (E&O) / Professional Liability
E&O policy for companies providing professional services, with claims history.
Cyber Liability Insurance
Cyber policy with coverage limits for data breach, ransomware, and business interruption.
Key-Man Life Insurance
Documentation of any key-man life insurance on founders or critical executives.
Property & Casualty Insurance
Property insurance for owned and leased real estate and equipment.
Workers Compensation Insurance
Current workers compensation coverage and 3-year claims history.
Insurance Claims History (5 Years)
Full claims history across all lines of insurance for the past five years.
10. Financing & Capital Structure Diligence
Current Credit Agreements & Amendments
All credit agreements, amendments, waivers, and forbearance agreements currently in effect.
Security Agreements & Pledge Documents
All security agreements, pledge agreements, and other collateral documents related to existing debt.
UCC Financing Statements
UCC-1 lien search results from all relevant jurisdictions showing currently filed security interests.
Intercreditor / Subordination Agreements
Any intercreditor agreements, subordination agreements, or standstill agreements between lenders.
Guaranty Agreements
All guaranty agreements, including personal guarantees by owners or affiliates.
Covenant Compliance Certificates (12 Months)
Most recent 12 months of lender compliance certificates demonstrating compliance with financial maintenance covenants.
Prior Financing & Capital Raise Documents
Documents from all prior debt or equity financings: credit agreements, subscription agreements, purchase agreements, and investor rights agreements.
Existing Investor Rights & Consent Requirements
Any existing investor rights agreements, drag-along provisions, anti-dilution rights, or consent requirements that affect the proposed transaction.
Off-Balance-Sheet Obligations
Any off-balance-sheet obligations, contingent liabilities, operating lease commitments, or purchase obligations not reflected in the financial statements.
- 10
- Standard diligence categories
- 80+
- Checklist items in this request list
- 4–8 wk
- Typical time to respond to a full DDR
Frequently asked questions
How is a due diligence request list different from the data room checklist?
The data room checklist is used by the target company to organize and build its data room proactively. The due diligence request list is the formal document request that buyers, investors, or lenders submit to the target. In practice, a well-prepared data room built from the data room checklist should satisfy 80–90% of a standard DDR before it is submitted.
Should I respond to every item on a DDR?
You should respond to every item — even if the response is that a particular document does not exist or is not applicable. Silence on an item creates uncertainty. For items that do not apply, provide a brief written explanation. For items that require additional time, acknowledge receipt and provide an expected delivery date.
How does InvestmentBank.com help manage a due diligence process?
InvestmentBank.com's diligence tracker software maps data room contents to a DDR format, tracks which items have been fulfilled, logs incoming counterparty questions, and documents company responses in a single organized view. AI-assisted tools can help draft DDQ responses for internal review — all outputs require review by qualified professionals before use.
What is the difference between financial diligence and a Quality of Earnings (QoE) report?
Financial diligence (performed by the buyer's financial advisers) is a broad review of the company's historical financial performance, accounting practices, and projections. A Quality of Earnings report is a specific, accountant-prepared document that validates EBITDA adjustments, revenue recognition, and working capital normalization. A QoE is typically a deliverable within the broader financial diligence workstream.
How long does a full due diligence process typically take?
For a middle-market M&A transaction, confirmatory diligence typically takes 4–8 weeks from DDR submission to substantially complete — assuming the data room is well-organized and the company responds promptly. Complex transactions with multiple workstreams (tax, environmental, regulatory) may take 8–12 weeks. Sell-side preparation and data room assembly before launch is the most effective way to compress the diligence timeline.
Track Your Diligence Response in One Place
Map this request list to your data room, track open items, and manage counterparty Q&A with InvestmentBank.com diligence tracker software.
InvestmentBank.com is a software platform. Not a broker-dealer, investment adviser, or law firm.