# M&A due diligence checklist: the buyer’s request list and the sell-side owner of each item

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By [Arthur Teboul](/authors/arthur-teboul), Founder, DokuTrak. Published 2026-11-04, updated 2026-11-04.

> **In brief:** An M&A due diligence checklist is the buyer’s request list for an acquisition, grouped by workstream: corporate and capitalization, financial and quality of earnings inputs, tax, commercial contracts, people, IP and IT, legal and insurance. Each request names the sell-side owner, its priority and the data room folder where the answer goes.

## What is an M&A due diligence checklist?

In a merger or acquisition, several teams review the target at once: accountants, lawyers, tax advisers and the operators who will run it. **A workstream** is one of those lanes, with its own reviewer and its own part of the request list.

The list is a working file. The buyer’s counsel or deal lead sends a first version, the target answers in a virtual data room, and follow-up requests come in rounds as reviewers read.

For an owner-run company bought with a bank loan, the buying a business checklist is shorter and leans on tax transcripts and bank deposits.

## Who sends it, and when

The buyer’s side writes the list, usually deal counsel with input from the accounting and tax advisers. On the sell side, the CFO answers the finance and tax items, general counsel or outside counsel answers corporate, contracts and litigation, HR answers the people items, and the CTO answers IT. The banker or deal lead on the sell side tracks progress across all of them.

## Where to get an M&A due diligence checklist

1. Agree the data room structure with the target so folder numbers match the list.
2. Mark each request high, medium or low priority, and name the sell-side owner.
3. Send the first round with the request email and a date for the first uploads.
4. Review as files arrive and send follow-up rounds rather than one giant list.
5. Keep a log of what each answer showed, for the disclosure schedules in the purchase agreement.

## Wrong files people send instead

- Reading audited statements but never the general ledger detail behind the adjustments.
- Missing change-of-control clauses in customer contracts, so key accounts can walk after closing.
- Treating the cap table as final without the stock ledger, option grants and convertible notes.
- Leaving the antitrust filing check until the purchase agreement is drafted.
- A contractor list with no look at whether those workers are really contractors.

## Workstreams, key requests and sell-side owners

Each row is one lane of the review. Number your requests within each workstream, so a reply can point to the exact line.

| Workstream | Key requests | Sell-side owner |
| --- | --- | --- |
| Corporate | Charter, bylaws or operating agreement and amendments, minutes and consents, subsidiary chart, good standing | General counsel |
| Capitalization | Cap table, stock ledger, option plan and grants, warrants, convertible notes and SAFEs | General counsel and CFO |
| Financial | Audited or reviewed annual statements, monthly P&L and balance sheet, budget and forecast | CFO |
| Quality of earnings | General ledger detail, revenue by customer and product, list of adjustments and add-backs | CFO and controller |
| Working capital | Monthly net working capital, receivables and payables agings, inventory | Controller |
| Tax | Income, sales and use, payroll and property filings, notices and audits, entity elections | Tax director or outside preparer |
| Commercial | Top customer and supplier contracts, concentration, churn, pipeline | Head of sales and counsel |
| People | Census, offer letters, benefit plans, bonus plans, contractor list, Form I-9 files | HR |
| IP and IT | Patents, trademarks, domains, IP assignments, open-source use, security incidents | CTO and counsel |
| Legal and insurance | Claims, settlements, regulator letters, permits, policies and loss runs | Counsel and insurance broker |

## What the quality of earnings team needs

**A quality of earnings review** is an accountant’s analysis of whether reported profit reflects sustainable operations, after one-off and owner items are removed. It runs on raw data rather than finished statements.

- General ledger detail for every month under review, exported in full.
- A schedule of each adjustment the seller proposes, with support.
- Revenue by customer, product and month, tied to the ledger.
- Payroll registers, to test headcount and owner pay.
- Bank statements, to tie reported cash to the bank.

## How a stock deal and an asset deal change the list

In a stock or merger deal, the buyer inherits the company with its history, so the tax and litigation lists go deeper. Ask for transcripts through a signed Form 8821, which lets the firm named on it receive the target’s tax information for the years listed ([IRS, About Form 8821, Tax Information Authorization](https://www.irs.gov/forms-pubs/about-form-8821)).

In an asset deal, the buyer picks what it takes, so contract assignment and title to assets matter most. When the assets make up a trade or business with goodwill, buyer and seller must each file Form 8594 ([IRS, About Form 8594, Asset Acquisition Statement](https://www.irs.gov/forms-pubs/about-form-8594)). Add a line for the agreed allocation.

Trademarks the target claims should be checked in the USPTO trademark database rather than taken from a slide ([USPTO, Search our trademark database](https://www.uspto.gov/trademarks/search)). For staff, every hire to work in the United States needs a Form I-9, while independent contractors do not ([USCIS Handbook for Employers M-274, 2.0 Who Must Complete Form I-9](https://www.uscis.gov/i-9-central/form-i-9-resources/handbook-for-employers-m-274/20-who-must-complete-form-i-9)).

## The premerger filing check

**A premerger notification** is the filing both parties make with the federal antitrust agencies before closing a deal above the size thresholds. The statute bars closing such a deal until both file and the waiting period expires, with thresholds adjusted for each fiscal year ([15 U.S.C. § 18a, Premerger notification and waiting period (LII)](https://www.law.cornell.edu/uscode/text/15/18a)). Put a line on the list for deal counsel to confirm whether the deal crosses the current threshold.

## Red flags to escalate

Some findings change the price or the deal terms. Escalate them to the deal lead as they appear:

- One customer above a large share of revenue, with a contract it can end on change of control.
- Adjustments to profit that the seller cannot support with ledger detail.
- Unfiled returns, open audits or sales tax collected in some states and not others.
- Key IP owned by a founder or a contractor, with no assignment to the company.
- Litigation or regulator letters that were not disclosed in the first round.

## The template: M&A first-round request email

Send this to the target’s deal lead or CFO with your numbered request list. Adjust the priority items to the risks you already see.

Subject: Project [code name]: first-round diligence requests, uploads due [date]

```text
Hi [Client name],

Attached is our first-round request list for Project [code name]. Each request has a number, a workstream, a priority and the owner we expect on your side. Please upload answers to the matching data room folder.

High priority, due [date]:

- Cap table, stock ledger and all option and convertible instruments.
- General ledger detail and monthly financials for the review period.
- Customer contracts with change-of-control or assignment clauses.
- A signed Form 8821 so we can request tax transcripts.

The rest is due [date]. If a request does not apply, mark it N/A in the list rather than leaving it blank.

Thank you,
[Your name]
```

## Questions people ask

### How many years of financial statements do buyers ask for in M&A?

Three years of annual statements plus the current year to date is a common request, with monthly detail for the last two or three years. The quality of earnings team may ask for more where trends need explaining.

### What is the difference between a request list and a due diligence questionnaire?

The request list asks for documents, such as contracts and returns. A questionnaire asks for written answers, for example on compliance or security practice. See our [due diligence questionnaire guide](/blog/due-diligence-questionnaire) for that format.

### Which contract clauses matter most in M&A due diligence?

Change of control and assignment come first, because they set whether contracts survive the deal. Then look at exclusivity, most-favored-nation pricing, termination rights and liability caps.

### Who on the sell side answers the request list?

The CFO covers finance and tax, counsel covers corporate, contracts and litigation, HR covers people, and IT covers systems and security. One coordinator on the sell side should own the data room.

**Not advice.** This page is general information, not tax, legal or HR advice. Rules change: check the cited source and ask your own professional before you rely on it. Last reviewed October 25, 2026.

## Sources

- [IRS, About Form 8821, Tax Information Authorization](https://www.irs.gov/forms-pubs/about-form-8821): Form 8821 authorizes a person or firm the taxpayer designates to inspect or receive the taxpayer’s confidential tax information for the tax types and periods listed.
- [IRS, About Form 8594, Asset Acquisition Statement](https://www.irs.gov/forms-pubs/about-form-8594): Both the seller and the purchaser of a group of assets that makes up a trade or business must use Form 8594 when goodwill or going concern value attaches or could attach and the buyer’s basis is set only by the price paid.
- [USPTO, Search our trademark database](https://www.uspto.gov/trademarks/search): The USPTO Trademark Search system searches the federal trademark database.
- [USCIS Handbook for Employers M-274, 2.0 Who Must Complete Form I-9](https://www.uscis.gov/i-9-central/form-i-9-resources/handbook-for-employers-m-274/20-who-must-complete-form-i-9): An employer completes Form I-9 each time it hires a person to perform labor or services in the United States for wages or other remuneration; independent contractors are among those who do not need one.
- [15 U.S.C. § 18a, Premerger notification and waiting period (LII)](https://www.law.cornell.edu/uscode/text/15/18a): Above set size thresholds, which are adjusted and published for each fiscal year, no person may acquire voting securities or assets unless both parties file notification and the waiting period has expired.

## More on this topic

- [Due diligence checklist](/documents/due-diligence-checklist)
- [Loss run request letter](/blog/loss-run-request-letter)
- [Document collection for law firms](/for/law-firms)
- [Quality of Earnings Engagement Letter: Scope, Data, Reliance](/templates/engagement-letters/quality-of-earnings)

## About the author

Arthur Teboul (Founder, DokuTrak) is building DokuTrak after watching professionals lose hours chasing clients for documents over email. [Arthur Teboul](/authors/arthur-teboul).

How this page was made (methodology): it is built from the primary sources listed under Sources, and every rule and figure on it links to the source it comes from. Last updated October 25, 2026. Spotted an error or a rule that changed? [Contact us](/contact).

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