How to use this list
Everything below will be requested during an RTO process. Companies that have assembled it in advance move faster, spend less on professional fees, and negotiate from a stronger position. Companies that assemble it under time pressure discover problems at the worst possible moment.
Work through it honestly. An item you cannot produce is more useful to know about now.
Corporate records
- Certificate of incorporation and all amendments
- Current articles and by-laws
- Complete share register from incorporation to date
- All share subscription and transfer documentation
- Option plan, all grants, and the board approvals for each
- Every convertible instrument, with its conversion mechanics
- Shareholders' agreements, including side letters
- Board and shareholder minutes for at least three years
- A current organisational chart showing every entity and ownership percentage
- Ultimate beneficial ownership documentation for every holder above the applicable threshold
Financial records
- Financial statements for the last three years — audited if available
- Management accounts for the current period
- The auditor's engagement letter and any management letters issued
- A schedule of all debt, with terms and security
- A schedule of related-party transactions
- Tax filings for all jurisdictions, and confirmation of good standing
- Revenue recognition policy in writing
- Bank statements and reconciliations for the current year
- A financial model with stated assumptions
Legal and contractual
- Material customer contracts, including any change-of-control provisions
- Material supplier and partner agreements
- All employment agreements for management
- Contractor agreements, with attention to IP assignment clauses
- Intellectual property register: patents granted and pending, trademarks, domains
- Assignment documentation for every piece of IP created by an individual
- Licences and regulatory authorisations held
- Property leases
- Insurance policies
- Litigation history and current disputes, including threatened claims
Sector-specific
- Resources: technical report prepared by an independent qualified person under the applicable standard, title documentation, permits, drill data and assay records
- Regulated financial services: licences, examination history, remediation records, AML programme and independent testing results
- Life sciences: regulatory correspondence, trial protocols and data
- Technology: data processing agreements, security certifications, open-source licence inventory
Governance
- Current board composition and each director's biography
- Assessment of which directors would qualify as independent
- Audit committee composition, and the financial literacy of its members
- Code of conduct and insider trading policy — drafted, if not yet adopted
- Disclosure policy and a named person responsible for it
- Directors' and officers' insurance, or a quotation for it
The awkward questions
Answer these before someone else asks:
- Is any shareholder, director or officer subject to sanctions in any jurisdiction?
- Has anyone in management been subject to regulatory action, disqualification or bankruptcy?
- Are there undocumented verbal commitments to anyone regarding equity?
- Does any government body hold rights, contracts or claims over the company or its assets?
- Is there any dispute — however remote — that could become a material claim?
None of these is automatically fatal. Discovering them late, however, generally is.
This article is provided for general information only. It does not constitute legal,
financial, tax, investment or securities advice, and it is not a substitute for advice from
appropriately licensed professionals in the relevant jurisdiction. Submission of an application does not guarantee selection, financing, a transaction or a public listing.