# License-ready data room checklist

Eight drawers, and the first seven are the standard sell-side index. Drawer 8 covers records and AI data, the part most data rooms skip.
Pick your deal type, mark what you have, and print or download the list at https://vaultfish.com/tools/data-room-checklist. This file is the full sale list with nothing marked.

## 1 Corporate

- [ ] **1.1** Certificate of formation or incorporation. Proves the company exists and when it started.
- [ ] **1.2** Operating agreement or bylaws, with every amendment. Says who can make decisions and who can sign.
- [ ] **1.3** Cap table: who owns what. The buyer needs to know who has to say yes.
- [ ] **1.4** Stock or unit ledger and certificates. Backs up the cap table with the original record.
- [ ] **1.5** Board and owner meeting minutes. Shows big decisions were made the proper way.
- [ ] **1.6** Written consents and resolutions. Fills the gaps where nobody held a meeting.
- [ ] **1.7** Good standing certificate from your state. Shows the state sees the company as in order.
- [ ] **1.8** List of states and countries where you do business. Each place can bring its own filings and taxes.
- [ ] **1.9** Org chart and list of subsidiaries. Shows which entity owns which piece.
- [ ] **1.10** Owner and investor agreements. Voting rights and buy-sell terms can block a deal.
- [ ] **1.11** Options, warrants and convertible notes. These can change who owns what at closing.
- [ ] **1.12** Assumed names and trade names. Contracts may sit under a name the buyer has not seen.
- [ ] **1.13** Officers and directors list. Names the people who can bind the company.
- [ ] **1.14** Papers from past sales, mergers or investments. Old deals leave promises that still apply.

## 2 Financial

- [ ] **2.1** Annual financial statements, past years. The first thing every buyer asks for.
- [ ] **2.2** Monthly profit and loss, balance sheet and cash flow. Shows how the year is going right now.
- [ ] **2.3** Revenue by customer and by product. Shows if one customer holds the whole company up.
- [ ] **2.4** Accounts receivable aging. Shows who owes you money and for how long.
- [ ] **2.5** Accounts payable aging. Shows what you owe and what is late.
- [ ] **2.6** Bank accounts and recent statements. Lets the buyer match the books to real money.
- [ ] **2.7** Loans, credit lines and liens. Debt usually has to be paid off or approved at closing.
- [ ] **2.8** Budget and forecast. Shows what you expect next, and how you guess.
- [ ] **2.9** Owner add-backs and one-time costs, explained. Every add-back needs a receipt. Buyers ask for the receipt.
- [ ] **2.10** Fixed asset and equipment list. Shows what comes with the company.
- [ ] **2.11** Inventory counts and how you value them. Stock on the shelf is money, and a buyer will count it.
- [ ] **2.12** Deferred revenue and customer deposits. Money taken for work not yet done is a promise.
- [ ] **2.13** Audit, review or compilation reports. Shows an outsider has looked at the numbers.
- [ ] **2.14** Billing and revenue policies. Explains when a sale counts as a sale.
- [ ] **2.15** Working capital by month. Sets the cash level the buyer expects you to leave.

## 3 Tax

- [ ] **3.1** Federal income tax returns, past years. Buyers compare them to the financial statements.
- [ ] **3.2** State and local income tax returns. Each state is its own set of filings.
- [ ] **3.3** Sales and use tax filings. Missed sales tax follows the company to the buyer.
- [ ] **3.4** Payroll tax filings. Late payroll tax is a red flag in any deal.
- [ ] **3.5** Tax audits, notices and letters. Open questions with a tax office slow a deal down.
- [ ] **3.6** Tax elections, such as S corporation status. The deal structure can depend on them.
- [ ] **3.7** Property tax bills. Shows what the buildings and equipment cost each year.
- [ ] **3.8** Forms 1099 and W-9 for contractors. Shows who is a contractor and who is staff.
- [ ] **3.9** Annual reports and franchise tax filings. Missed state filings can put good standing at risk.
- [ ] **3.10** Unpaid tax balances and payment plans. Any balance gets settled before or at closing.

## 4 Legal and contracts

- [ ] **4.1** Customer contracts, with data and records clauses flagged. These set what you may do with customer records.
- [ ] **4.2** Vendor and supplier contracts. Shows what the company is locked into.
- [ ] **4.3** Software and subscription list with terms and renewal dates. Tool terms can limit how you use your own data.
- [ ] **4.4** Leases for offices and equipment. Leases often need the landlord's OK to transfer.
- [ ] **4.5** Partner, reseller and joint venture agreements. Shows who else has a claim on the work.
- [ ] **4.6** Non-disclosure agreements signed with outsiders. Shows what you promised to keep secret.
- [ ] **4.7** Lawsuits, claims and demand letters, current and past. Open claims affect price and what can be deleted.
- [ ] **4.8** Settlement agreements. Settlements can carry promises that still bind you.
- [ ] **4.9** Licenses and permits. Some do not transfer to a new owner.
- [ ] **4.10** Insurance policies and claims history. Shows what is covered and what has gone wrong.
- [ ] **4.11** Letters from regulators and inspection reports. Buyers want to know who has been watching you.
- [ ] **4.12** Contracts that change if the company is sold. Change-of-control and assignment clauses can end a contract.
- [ ] **4.13** Contracts with exclusive or non-compete terms. These limit what the buyer can do next.
- [ ] **4.14** Government contracts. They come with extra rules about who can take them over.
- [ ] **4.15** Privacy notices and terms of service, current and past versions. What you told people at the time shapes what you can do now.
- [ ] **4.16** Compliance policies and training records. Shows the rules exist and people read them.
- [ ] **4.17** Contracts that limit data use, with the clause quoted. If it applies. Some customer contracts limit what you can do with data. List them, with the words.

## 5 People

- [ ] **5.1** Org chart and headcount by team. Shows who does the work.
- [ ] **5.2** Employee list with title, start date, pay and status. Buyers see this early with names removed.
- [ ] **5.3** Employment agreements. They say who owns the work and what staff agreed to.
- [ ] **5.4** Offer letter templates. Shows the standard promises made to new hires.
- [ ] **5.5** Contractor agreements. Contractors often own their work unless the paper says no.
- [ ] **5.6** Bonus, commission and incentive plans. These turn into costs the buyer inherits.
- [ ] **5.7** Health and retirement plan documents. Benefit plans come with their own filings.
- [ ] **5.8** Equity and option plans. They affect who gets paid at closing.
- [ ] **5.9** Employee handbook and policies. Shows what staff were told about company systems.
- [ ] **5.10** Union or labor agreements. They bind the next owner too.
- [ ] **5.11** Workers' compensation and leave claims. Shows how safe the workplace has been.
- [ ] **5.12** Employee complaints and discipline matters. Open complaints can turn into claims.
- [ ] **5.13** Work authorization (Form I-9) records. Buyers check that staff paperwork is complete.
- [ ] **5.14** Key people and who might leave. A deal can hinge on three names.
- [ ] **5.15** Confidentiality and invention assignment agreements. Shows the company owns what its people made.
- [ ] **5.16** Employment papers for staff outside the US. If it applies. Other countries have their own staff rules.

## 6 IP and technology

- [ ] **6.1** Trademarks, patents, copyrights and domain names. The list of what the company owns.
- [ ] **6.2** IP assignments from founders, staff and contractors. Without them, someone else may own your work.
- [ ] **6.3** Code ownership and open-source use. Open-source terms can reach into the product.
- [ ] **6.4** Licenses in: what others let you use. Some stop at a sale.
- [ ] **6.5** Licenses out: what you let others use. Includes any data you have shared or licensed.
- [ ] **6.6** Systems list: tools, hosts and owners. Shows where the company's information lives.
- [ ] **6.7** Cloud and hosting accounts, with the admin for each. Someone has to hold the keys. Buyers ask who.
- [ ] **6.8** Security policies and the latest test or audit. Shows how well the front door locks.
- [ ] **6.9** Breaches and major outages, past and present. Past incidents change how a buyer sees the risk.
- [ ] **6.10** Backup and recovery plan. Shows what survives a bad day.
- [ ] **6.11** Who holds account logins and recovery keys. A lost login can lock a buyer out of the business.
- [ ] **6.12** List of personal data held and why. Privacy rules start with knowing what you have.
- [ ] **6.13** Privacy law status for your customers and staff. Different places have different rules.
- [ ] **6.14** Outside vendors that touch your data. Their mistakes can become your problem.
- [ ] **6.15** AI tools in use and their terms. Some AI tools keep what you paste in.
- [ ] **6.16** Website analytics and cookie consent records. Shows what visitors agreed to.
- [ ] **6.17** Terms for moving personal data across borders. If it applies. Some places limit where personal data can go.
- [ ] **6.18** List of health or money data held, and the rules that apply. If it applies. These records carry stricter rules.
- [ ] **6.19** Breach report, notices sent and fixes made. If it applies. A buyer will want the whole story, in order.

## 7 Customers and operations

- [ ] **7.1** Customer list with revenue by customer. Shows who pays and how much.
- [ ] **7.2** Customer churn and renewal rates. Shows how many customers stay.
- [ ] **7.3** Sales pipeline and reports. Shows what is likely to come in next.
- [ ] **7.4** Pricing sheets and discounts. Shows how prices really work.
- [ ] **7.5** Customer complaints, refunds and warranty claims. A good way to spot trouble early.
- [ ] **7.6** Supplier list and yearly spend. Shows who the company depends on.
- [ ] **7.7** Notes on how work gets done. A process on paper is worth more than one in a head.
- [ ] **7.8** Key operating numbers. Shows how the business is run month to month.
- [ ] **7.9** Support ticket volume and response times. Shows how customers are treated after the sale.
- [ ] **7.10** Marketing channels, spend and results. Shows where new customers come from.
- [ ] **7.11** Notes on busy and slow seasons. Stops a buyer from reading a slow month wrong.
- [ ] **7.12** Facilities and equipment notes. Shows what it takes to run the place.
- [ ] **7.13** Plan for joining teams and systems after closing. Shows the first 100 days have been thought about.
- [ ] **7.14** Customer reviews and satisfaction scores. Shows what customers say when you are not in the room.

## 8 Records and AI data

- [ ] **8.1** List of every system that holds company records. A buyer can only license what you can point to. Also answers 6.6.
- [ ] **8.2** Years of records in each system, oldest and newest. Depth is part of what makes records useful.
- [ ] **8.3** Rough volume per system, in size bands. A size band is enough for a first look.
- [ ] **8.4** Named owner and admin for each system. Buyers want a person, not a department. Also answers 6.7.
- [ ] **8.5** Customer contracts checked for data use limits. A contract that says no ends the conversation. Also answers 4.1.
- [ ] **8.6** Employee agreements checked for consent over work messages. Staff messages sit in the records too. Also answers 5.3, 5.15.
- [ ] **8.7** Privacy notices shown to customers and staff, by date. What people were told sets what you may do. Also answers 4.15.
- [ ] **8.8** Note of records that involve people in other countries. Other countries can have stricter rules.
- [ ] **8.9** Records that hold other people's content. Customer files and vendor emails are not all yours to license.
- [ ] **8.10** What each tool's terms say about your data. Some tools claim rights over what sits inside them. Also answers 4.3.
- [ ] **8.11** Past data licenses or data-sharing deals. An earlier deal can limit a new one. Also answers 6.5.
- [ ] **8.12** List of personal details found in each system. You cannot protect what you have not found. Also answers 6.12.
- [ ] **8.13** Plan to remove or mask personal details. Buyers ask how names and emails come out.
- [ ] **8.14** Small test sample showing the plan works. Proof beats a promise.
- [ ] **8.15** Retention schedule: what you keep and for how long. Shows which records still exist to be licensed.
- [ ] **8.16** Legal holds and open claims that stop deletion. Held records stay put. A buyer needs to know which. Also answers 4.7.
- [ ] **8.17** Records already deleted or lost, and when. Gaps are fine. Surprise gaps are not.
- [ ] **8.18** Who can open the data room, and what each person can see. A data room with loose doors worries everyone.
- [ ] **8.19** Access log: who opened what, and when. Shows the room was used the way you said.
- [ ] **8.20** Security review of the systems that hold records. Buyers want to see the locks were checked. Also answers 6.8.
- [ ] **8.21** Incident history for those systems. Past breaches change what a buyer will accept. Also answers 6.9.
- [ ] **8.22** Sample extract from each main system. A real sample shows the records can leave.
- [ ] **8.23** Short note on how a full export would run. Time, cost and who does it.
- [ ] **8.24** Check that exports keep dates, authors and threads. Records without context are worth much less.
- [ ] **8.25** Extra handling plan for health or money records. If it applies. These records often cannot go to a buyer as they are.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it.