Corporate Records
When your startup enters an acquisition process, legal due diligence is the process that determines whether the deal closes cleanly or gets stuck in weeks of issue discovery. Being prepared means knowing what buyers look for and having your documentation in order before the data room opens.
- Certificate of Incorporation and all amendments
- Bylaws (current)
- Board resolutions and meeting minutes (all)
- Stockholder resolutions and consents
- Organizational chart (corporate structure)
- Good standing certificates in all relevant states
Cap Table and Equity
- Complete cap table (ideally in Carta or equivalent)
- All stock purchase agreements, option agreements, and SAFE/note documentation
- Option plan and grant schedule with vesting details
- All warrant agreements
- Any side letters, rights of first refusal, or co-sale rights
Intellectual Property
- IP assignments from all founders, employees, and contractors
- Patent applications and issued patents
- Trademark registrations and pending applications
- Copyright registrations
- Trade secret inventory and protection protocols
- Open source software audit and compliance
Contracts
- All material customer agreements
- All vendor and supplier agreements
- Employment agreements and offer letters
- Contractor agreements
- Office leases and facility agreements
- Any change of control provisions in existing contracts
Employment and HR
- Employee census (name, title, compensation, equity, start date)
- All PIIAs and IP assignment agreements signed by employees
- Any employee disputes, complaints, or threatened litigation
- Benefits documentation
How Zecca Ross Law Helps
Zecca Ross Law helps startup founders prepare for acquisition due diligence — building clean data rooms, identifying and resolving issues before buyers find them, and navigating M&A processes in a way that protects founder leverage from LOI through close.
