Due Diligence and Closing Docs

 In Loxley, Raising Capital



Due Diligence & Closing Docs
Companies should get in the habit from day one of having all of their corporate materials organized electronically. The day you get your incorporation certificate, create an (electronic) folder and start keeping your company records up to date.
Cloud file systems such as Dropbox or Google Drive make it easy to keep these documents organized, backed up, and available for review by investors.
Due Diligence Material to be Prepared by Company via Online Folder
Investor Materials
Business Plan
Executive Summary
Corporate or Legal
Incorporation documents
Share Register
Articles of Incorporation
Capitalization (‘Cap’) Table
Accountant and management prepared historical financials
Budgets and forward looking projections (3 to 5 years ideally)
Week-to-week Cash Management Sheet
Finance Agreements
Agreements relating to any previous or current financings
Shareholder Loan Agreements
Bank Documentation
Credit Cards
National Research Council contribution agreements
Any other federal, provincial, municipal or private grant agreements
Organization Chart
Founder & Employee Contracts
Consulting Contracts
Advisory Contracts
Team biographies and resumes
Employee Handbook
Employee Benefits Plan
Intellectual Property
Description of all IP
Patents and Provisional Patents
Tax File
All recent year-end tax filings
SR&ED documentation the company uses
GST filings & records
Business Development
Sales Pipeline
Sales Deck
Marketing Collateral
Promotional Materials
Commercial Contracts
All material sales contracts
Partnership Agreements
Licensing deals
Non-disclosure agreements
Press clippings
Links to online coverage
Reports from third parties
Any other relevant information

Closing Docs
Standard documentation to be signed on closing a Common, Preferred or Convertible Financing
Subscription Agreement
Shareholders Agreement
Share Certificates for each Investor
Updated Central Securities Register
Waiver of Preemptive Rights (if so required from existing shareholders)
Directors Resolution regarding Share Issuance
Voting Trust
Conversion of Shareholder Loans
Share Option Plan
Share Option Agreements and/or Share Option Agreements
Directors Resolution approving Share Option Plan
Key Employee Agreements
Vesting or Reverse Agreements
Intellectual Property (IP) Assignments (can be part of Employment Agreements)
Confidentiality Agreements (can be part of Employment Agreements)
Key Person Insurance
Consulting Agreements
Consulting IP Assignments
Register of Directors and Officers
Consent to act Director
Directors Resolutions
Director Indemnification Agreement
D & O Insurance
Property & Liability Insurance

Specifically for Convertible Loans
Convertible Loan Agreement
General Security Agreement
Directors Resolution approving issuance of Convertible

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