Due diligence checklist: share purchase

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This checklist is for the acquisition of a private limited company.  The company could be a standalone company or the holding company of a corporate group which is being sold.


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Frequently Bought Together

Letter of Intent: Share Purchase multiple sellers group

This letter of intent is for the sale by multiple sellers of a private limited company which has one or more subsidiaries which will also be acquired as part of the transaction.


NDA: share sale (short)

This Confidentiality Agreement is for the one-way disclosure of confidential information by a seller to a potential buyer of a company. The document is a short form agreement, in the form of a letter agreement, and contains the principal legal protections for the benefit of the seller in its capacity as the disclosure of confidential information.


Share Purchase Agreement: single company completion accounts & earnout

This Share Purchase Agreement is for the purchase of a company which is not part of a group of companies from a single seller and with the consideration being subject to a completion accounts adjustment and with additional consideration to be paid on an earnout basis.


Due diligence checklist: share purchase

Legal due diligence checklist for the acquisition of a private limited company


Why use a due diligence checklist?

As a starting point for its legal due diligence, the buyer (or its advisers) will send a due diligence checklist to the seller, comprising a series of questions and requests for information relating to the target company.  The seller should respond to the specific questions and provide copies of relevant documents.

Depending on the answers and documents provided, the buyer may have follow-up questions.

The buyer may include in the share purchase agreement either a general warranty or specific warranties regarding the accuracy and completeness of the answers and information provided during the due diligence process.  Care should be given in answering the requests, due to potential claims for breach of warranty and misrepresentation.

The answers and materials provided by the seller should also form the basis of the specific disclosures to be made by the seller in the disclosure letter which will accompany the share purchase agreement.

About this due diligence checklist

This checklist is for the acquisition of a private limited company.  The company could be a standalone company or the holding company of a corporate group which is being sold.

The checklist requests answers and information on a wide range of matters, including:

  • share capital and group structure
  • contracts
  • litigation and compliance
  • assets
  • intellectual property
  • commercial property
  • employees
  • finance and insurance
  • tax

Document features

Features include:

  • checklist in table form for completion by the seller
  • subject headings covering the main areas of interest to a corporate buyer

Explanatory guidance

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

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