This is a general list, which can be considered as a starting point for most startups.
However, Legal DD is often dependent on the context of the Startup (Industry, business model, size, location, legal entity history etc.)
GENERAL CORPORATE MATERIALS Remarks
- Copy of Memorandum and Articles of Association
- Minutes of shareholders meetings, AGM and EGM
- Minutes of board of directors meetings
- Minutes of audit, compensation and any other committees of the board
- Brief of current business of the Company
- Details of registered office and other places of business of the Company
- Filings / other correspondence with the Registrar of Companies since incorporation
- Statutory books and registers
- Names and addresses of Directors.
- Stamp duty payment on share certificates
- List of all current employees or consultants or contract employees based in India providing services to the Company.
- Provident Fund ,Pension Plan documents and any other Superannuation Plans including trust Instruments, plan summaries, financial statements, plan evaluations and actuarial valuation reports as applicable to employees
- Compensation [including deferred compensation] and Benefits package
- Severance pay plans applicable to the employees.
- Equity participation or equity plans applicable to the employees and directors [ESOP}
- Specimen of Appointment Letter issued by the Company to its employees including NDA and other documents.
- Authorization Manuals, Responsibility Matrices
- Employee handbooks, Business Conduct Codes, Employee Policies, etc.
- Confidentiality, proprietary rights, non-competition, non-solicit and non-hire agreements (i) between the Company and any current or former employee, or Company’s supplier or customer or (ii) to which any employees are parties with their previous employers
- Description of litigation and claims including those involving employees and directors, remedies sought and nature of action relating to the company.
- Notices received from any central or state or municipal or other government agencies in respect of PF, ESI, Shops & Establishments, Gratuity, etc.
- Service Tax/VAT Registration
- Shops and Establishments Act
- Employment related compliance including PF, ESIC, Gratuity
- Import Export Code / Customs / STPI Compliances for tech / export businesses
- Other Statutory Registrations like PAN, TAN, etc.
- Ownership of IP
- Details of IP registered / in pipeline [Trademark, Copyright, Patents]
- Details of agreements with shareholders, directors, officers, employees, external personnel and with any other parties pertaining to non-disclosure and use of IP and the development and assignment of inventions.
- Domain related information [Registration documents, Validity, Restrictions, Use]
- Agreements with Shareholders
- Agreement with Key Employees being senior managerial personnel reporting directly to Board like Directors/CEO/CFO etc.
- Agreements between Promoters
- Leases, rental agreements and facility arrangements pertaining to all locations and immovable properties of the Company including Sale Deeds if the properties are owned by the Company
- Lien, pledge, security interest, mortgage, charge or other encumbrances created over all or any of the properties belonging to the Company.
- Details of insurance policies
- Marketing / Business agreements
- Non-competition agreements and any other restrictive covenants
- Information Security
- Commercial contracts/vendor contracts/agreements entered into by the Company with third parties for supply of any products, services and others.
- Any other agreement having impact on the Company
- Authorised share capital
- Paid-up capital
- Shareholding pattern
…..% Resident shareholding and Non-Resident share holding
- Statutory Auditors
FOREIGN EXCHANGE MANAGEMENT ACT
- Non-resident shareholding – FIRC’s – Intimations - FCGPR – RBI recordings
- Foreign Operations of the Company (if any)
- Details of Borrowings from foreign nationals (if any)
- Issues with RBI / Banks.