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Checklist for Due Diligence of Company

  • October 14, 2022
  • Update date: June 16, 2025
  • Dushyant Sharma

Company due diligence is a vital process conducted before any major financial or strategic transaction. It helps assess the financial, legal, operational, and compliance standing of a company.

What is Company Due Diligence?

Company due diligence is a comprehensive process carried out before significant transactions such as bank loan funding, private equity investment, or business sale. It involves a thorough investigation into the financial, legal, operational, and compliance aspects of a company to assess its overall health and uncover potential risks.

This process is applicable to all types of entities in India, including Private Limited Companies, Limited Companies, and LLPs.

Why is Due Diligence Important?

Due diligence plays a critical role in enabling buyers or investors to make informed decisions and mitigate future risks. It ensures transparency by evaluating all relevant aspects of the business. Typically, both parties enter into a Non-Disclosure Agreement (NDA) before beginning due diligence to protect sensitive information.

The seller is responsible for providing all necessary documentation to the buyer or investor to facilitate this process.

Documents Required During Company Due Diligence

  • Certificate of Incorporation

  • Memorandum of Association

  • Articles of Association

  • Shareholding Pattern

  • Financial Statements

  • Income Tax Returns

  • Bank Statements

  • Tax Registration Certificates

  • Tax Payment Receipts

  • Property Documents

  • Statutory Registers

  • Intellectual Property Registration or Application Documents

  • Employee Records

  • Utility Bills

  • Operational Records

Review of MCA Documents

Mainly due diligence of a company starts with the MCA (Ministry of Corporate Affairs) website. The master data about a company is made publicly available. Further, with the payment of a small fee, all documents filed with the Registrar of Companies is made available to anyone. The relevant information from the MCA website is usually verified first. The documents and information gathered in this step include:

  • Company Information

  • Date of Incorporation

  • Authorised Capital

  • Paid up Capital

  • Date of Last Balance Sheet

  • Date of Last Annual General Meeting

  • Status of the Company

  • Director Information

  • Date of Appointment of Directors

  • Directors of the Company

  • Charges Registered

  • Details of Secured Lenders of the Company

  • Quantum of Secured Loans

  • Documents

  • Certificate of Incorporation

  • Memorandum of Association

  • Articles of Association

In addition to the above, the financial information of the company and other filings with the MCA pertaining to various aspects of the company can be downloaded and reviewed. The review of MCA documents of the company would provide a good overview of the company to the person performing the due diligence.

Review of Articles of Association

It is very important to review the articles of association of a company during the due diligence process to ascertain the different classes of equity shares and their voting rights. The articles of association of a company can restrict the transfer of shares of a company. Thus, the articles of association should be studied carefully to ascertain the procedure for transfer of shares.

Review of Statutory Registers of Company

Under Companies Act, 2013, a private limited company is required to maintain various statutory registers pertaining to share allotment, share transfer, board meetings, board of directors, etc., Therefore, the statutory company registration must be reviewed to obtain and validate information pertaining to directorship and shareholding.

Review of Taxation Aspects

Taxation aspects of a company must be thoroughly checked during the due diligence process to ensure that there are no unforeseen tax liabilities created on the company in a future date. The following aspects relating to the taxation aspect of a company must be checked:

  • Income tax return filed

  • Income tax paid

  • Calculation of income tax liability by the company

  • ESI / PF Returns Filed

  • ESI / PF Payments

  • ESI / PF Payment Calculation

  • Service Tax / VAT Returns Filed

  • Service Tax / VAT Payments

  • Basis for Service Tax / VAT Payment Calculation

  • TDS Calculations

  • TDS Returns

  • TDS Payments

Review of Book of Accounts and Financial Statements

Companies need to maintain book of accounts along with detailed transaction information by the Companies Act, 2013. Hence, detailed financial transaction information must be audited and verified against the financial statements prepared by the company. Some of the matters relevant during the business financial due diligence process are:

  • Verification of cash flow information

  • Verification and valuation of all assets and liabilities

  • Verification of bank statements

  • Verification of all financial statements against transactional information

Review of Legal Aspects

A comprehensive legal audit of the company must be performed by a legal practitioner to ascertain if there are any pending legal actions, suits by or against the company and liability in each. Further, the following aspects must be checked during the legal due diligence:

  • Legal due diligence for all real estate properties of the company.

  • Verification of court documents and court filings, if any.

  • No objection from Secured Creditor for transfer of company.

Review of Operational Aspects

It is important to obtain a through understanding of the business model, business operations and operational information during the due diligence process. The review of operational aspects must be extensive including site visits and employee interviews. Following are aspects that must be covered and documented in the operational aspects review:

  • Number of Customers

  • Number of Employees

  • Business Model

  • Production Information

  • Machinery Information

  • Vendor Information

  • Utilities

In addition to the above, based on the business and business model, other operational aspects may be important. Those aspects must be thoroughly checked and documented during the due diligence process.

Conclusion

Conducting a detailed due diligence process is crucial before any major business transaction. It protects the buyer’s interests, minimizes risk, and ensures the legitimacy and operational soundness of the company in question.

Whether you're acquiring, merging, investing, or selling—company due diligence in India is a non-negotiable step toward a successful deal.

Frequently Asked Questions (FAQs)

Q1. What is company due diligence?

A. Company due diligence is a systematic review of a company’s financial, legal, and operational documents before entering a major transaction.

Q2. Who performs due diligence?

A. Buyers, investors, legal experts, and financial consultants typically carry out the due diligence process.

Q3. What are the risks of skipping due diligence?

A. Skipping due diligence can lead to unanticipated liabilities, hidden debts, legal disputes, and loss of investment.


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Author: Dushyant Sharma
Hey there, I'm Dushyant Sharma. With the extensive knowledge I've gained in past 8 years, I have been creating content on various subjects such as banking, insurance, telecom, and all the important registration and licensing processes for various companies. I'm here to help everyone with my expertise in these areas through my articles.

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