AS | Ankit Sarawagi|Founder, CFOmatrix·June 2026·9 min read | Updated Jun 2026 |
- Due diligence runs in three streams: financial (can we trust the numbers), tax (any hidden tax bills) and legal (does the company own what it claims, and is it exposed).
- The checklists below cover India, the US and the UAE, because the specifics differ a lot by country.
- Each is a Google Sheet with three tabs (Finance, Tax, Legal). Make a copy and adapt it.
- The single biggest factor in closing faster is a clean, well-organised data room, so prepare before investors start.
| 9ready-to-use checklists (3 streams x 3 countries) | 3jurisdictions: India, US and UAE | Freecopy each Google Sheet and adapt it |
How to Use These Due Diligence Checklists
These are the same request lists that investors, acquirers and their advisers (accounting firms for financial and tax, law firms for legal) send to a company. Used in reverse, they are your preparation tool. Pick your country below, open the Google Sheet, use File > Make a copy, and work through each tab. Mark each item Pending, In progress, Provided or N/A, and store the document in your data room as you go. Start early: a clean data room is what lets a deal close in weeks rather than months.
India: Finance, Tax & Legal DD Checklist
For an Indian private limited company, the checklist carries India-specific items most generic templates miss: FLA returns, Press Note 3, STPI/SOFTEX, the DPDP Act, Form 3CEB and GST filings.
India Financial DD (sample items)
- Standalone and consolidated financial statements (P&L, balance sheet, cash flow) in Excel, linked to schedules
- Monthly MIS with KPIs and variance analysis
- Monthly revenue with ARR/MRR, contribution margin % and gross margin %
- Customer-wise accounts receivable ageing and credit terms
- Deferred revenue / customer advances waterfall by customer
- Related party transactions and balances with agreements
- Net working capital analysis and quality-of-earnings adjustments
India Tax DD (sample items)
- Income-tax returns, computation (incl. MAT) and brought-forward losses
- Form 26AS and tax audit reports (Form 3CA/3CD)
- TDS returns and TRACES outstanding-demand position
- Form 3CEB and the transfer pricing study report
- GSTR-1, GSTR-3B, GSTR-9 and GSTR-9C; ITC reconciliation vs GSTR-2B
- Tax holiday / Section 80-IAC and equalisation levy positions
India Legal DD (sample items)
- MOA and AOA with all amendments; statutory registers
- FDI filings (FC-GPR, FC-TRS) and ODI filings; FLA annual return
- Shareholders agreement, SSA/SPA and ESOP policy and grants
- Data protection (DPDP Act), privacy policy and CERT-In compliance
- STPI / Non-STPI registration and SOFTEX filings; DPIIT startup recognition
- Litigation, notices and regulatory compliance tracker
India DD Checklist Google Sheet, 3 tabs: Finance · Tax · Legal | Open the India checklist |
United States: Finance, Tax & Legal DD Checklist
For a US (typically Delaware C-corp) startup, the checklist reflects US GAAP, the cap table with SAFEs and notes, and US-specific tax and securities items.
US Financial DD (sample items)
- US GAAP financial statements, monthly, for the historical period
- ASC 606 revenue recognition memos and deferred revenue rollforward
- ARR/MRR, net revenue retention and churn
- Fully diluted capitalization table incl. options, SAFEs, convertible notes
- 409A valuations; debt schedule (incl. venture debt)
- Quality-of-earnings adjustments and operating model
US Tax DD (sample items)
- Federal income tax returns (Form 1120) for open years
- NOL carryforwards and Section 382 ownership-change analysis
- R&D tax credit studies and Section 174 capitalization treatment
- Sales & use tax nexus study (economic nexus, post-Wayfair) and returns
- Payroll tax (Form 941, W-2, 1099) and worker classification
- QSBS (Section 1202) eligibility analysis
US Legal DD (sample items)
- Delaware certificate of incorporation and bylaws; stock ledger
- Reg D / Form D filings for each financing
- Proprietary information & invention assignment agreements (PIIAs) for all staff
- Stockholders, voting, ROFR/co-sale and investor rights agreements
- Data privacy (CCPA/CPRA) and data processing agreements
- Pending or threatened litigation and settlements
US DD Checklist Google Sheet, 3 tabs: Finance · Tax · Legal | Open the US checklist |
UAE: Finance, Tax & Legal DD Checklist
For a UAE entity (free zone or mainland), the checklist covers the trade licence, UAE Corporate Tax, VAT, Economic Substance Regulations (ESR) and the UBO register.
UAE Financial DD (sample items)
- Financial statements (IFRS) and monthly MIS
- Employee cost including end-of-service gratuity provision
- Accounts receivable and payable ageing
- Intercompany transactions and balances with the parent / group
- Cash and bank statements with reconciliations
UAE Tax DD (sample items)
- UAE Corporate Tax registration (TRN) and returns (9% regime)
- Free zone Qualifying Income (0% QFZP) treatment, if claimed
- VAT registration and returns (5%); zero-rated export-of-services position
- Transfer pricing documentation under UAE Corporate Tax
- Economic Substance Regulations (ESR) notifications and reports
UAE Legal DD (sample items)
- Trade licence (initial and current) and MOA/AOA
- Ownership structure, register of members and UBO register
- Free zone registration certificate and renewals
- Intra-group agreements; employee visas and WPS compliance
- End-of-service gratuity; UAE PDPL data protection compliance
UAE DD Checklist Google Sheet, 3 tabs: Finance · Tax · Legal | Open the UAE checklist |
Finance vs Tax vs Legal Due Diligence: What Each Covers
The three streams answer three different questions. Most deals run all three in parallel.
| Financial DD | Tax DD | Legal DD | |
|---|---|---|---|
| Question it answers | Can we trust the numbers? | Are there hidden tax bills? | Does it own what it claims, and is it exposed? |
| Usually run by | Accounting firm | Tax specialists | Law firm |
| Key output | Quality of earnings, net debt, working capital | Tax exposures and contingent liabilities | Red flags and deal issues |
| Founder watch-out | Normalize one-off items | Surface notices/demands early | Close IP-assignment and cap-table gaps |
Finance = can we trust the numbers. Tax = are there hidden tax bills. Legal = does the company own what it claims.
Frequently Asked Questions
What is a due diligence checklist?
A due diligence checklist is the list of documents and information an investor or acquirer asks a company to provide so they can verify its financial, tax and legal position before a deal. Founders use the same checklist in reverse, to build their data room and prepare for fundraising or M&A.
What is the difference between financial, tax and legal due diligence?
Financial DD checks whether the numbers can be trusted (quality of earnings, revenue, working capital, cash and debt). Tax DD checks for hidden tax exposure and compliance. Legal DD checks ownership and legal risk (incorporation, cap table, contracts, IP assignments, litigation and regulatory compliance).
What goes in a data room for due diligence?
A data room holds everything on the due diligence checklist, organised into folders: corporate and cap table, financials and MIS, tax filings, material contracts, intellectual property, employment, data privacy, litigation and regulatory. Build it folder by folder using the checklists above.
How are due diligence checklists different for India, the US and the UAE?
The structure is similar but the specifics differ. India adds FLA returns, Press Note 3, STPI/SOFTEX, the DPDP Act, Form 3CEB and GST. The US adds Delaware documents, Reg D filings, ASC 606 memos, Section 382 NOL analysis, sales and use tax nexus and PIIAs. The UAE adds the trade licence, free zone registration, UAE Corporate Tax, VAT, ESR and the UBO register.
How long does due diligence take?
For an early-stage round, financial, tax and legal DD typically runs four to eight weeks, depending on how ready the data room is. A clean, well-organised data room is the single biggest factor in closing faster.
Are these due diligence checklists free?
Yes. The India, US and UAE checklists above are free to copy and use. Each is a Google Sheet with three tabs (Finance, Tax and Legal). Make a copy and adapt it to your company.
These checklists are general templates for preparation, not legal, tax or financial advice, and are not exhaustive. Requirements vary by deal, sector and jurisdiction. Have your data room and disclosures reviewed by your advisers before a transaction.
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AS | Founder, CFOmatrix | Finance Strategy & Equity Compliance CFOmatrix is a knowledge platform focused on how finance actually works inside growing companies. Every insight is shaped by real operating experience across startups and growth-stage companies, including cross-border setups. |