The document is a due diligence checklist that outlines various types of documents and information needed about a startup company's commercial, legal, HR, contractual, product/technology, and financial situation. It includes requests for documents like monthly business reports, annual financial statements, employment contracts, intellectual property registrations, distribution agreements, product documentation, and certificates or permits. The goal is to conduct thorough due diligence on all important aspects of the company's business and operations.

1. Due Diligence
Checklist

2. Startups – Made in Berlin ● 2
What we need to know
Commercials Legal setup
1 2 3
HR
Substantial Contracts Product/Tech
4 5 6
Fair Disclosure

3. What we need:
1. Monthly business reports (BWA) of the Company (including totals and balances list (SuSa),) of all past month since … (beginning of
the year)
2. (Audited) Annual financial statement for the last year (if and as far as available)
3. Current planning (P&L, Liquidity) on a monthly basis until break-even, 3 to 5 years on an annualized basis
4. Current KPI-Reporting
5. Current business plan / Detailed presentation of the company and its goals
6. SWOT-analysis
7. External market research (if available)
8. Reference contacts of customers, partners and suppliers including email and phone number (representative selection)
9. Current pipeline of costumers/partners including name, status, scope of agreement and expected closing date
Brett Sayles / Pexels
Commercials

4. What we need:
1. Current excerpts from the commercial register (“Handelsregisterauszug”)
2. Current articles of association
3. Current list of all shareholders of the Company including their shareholdings and amount of individual investments
4. Historical representation of the investments of the shareholders (including differentiation into equity, loans or silent participations)
5. Investment agreements/loan agreements between shareholders, investors and the company
6. Shareholdings of the company in other companies (if necessary, list as attachment)
7. Shareholdings (10% or more) of existing shareholders including direct family members (spouse, parent, children) in other companies
in the same business sector (full list of shareholdings (10% or more) of management in other companies)
Brett Sayles / Pexels
Legal Setup (1/2)

5. What we need:
8. Detailed information about subsidies, grants and credit lines
9. All by-laws of management, board of directors, advisory or supervisory boards or any other administrative or similar body and
existing committees. (if available)
10. List of holders of statutory and general power of attorney
11. All resolutions and minutes of all shareholder meetings as well as of the management board meetings until today
12. All by-laws of an advisory or supervisory board (incl. delegation, compensation, term of office). Minutes of all meetings as well as of
all resolutions
Brett Sayles / Pexels
Legal Setup (2/2)

6. What we need:
1. Employment contracts of the management
2. List of all employees, stating: job description, date of entry, annual wage, job location as well as target organisation chart with clearly
defined tasks
3. Employment contracts of all employees as well as agreements with independent contractors, advisors, freelancers (representative
selection)
4. Employee option programs incl. all allocation offers (ESOP, EVOP, etc.)
5. CVs of first and second level management
Brett Sayles / Pexels
HR

7. What we need:
1. List of all registrations and applications of property rights, trademarks or patents
2. Existing distribution, supply, sales or other agreements with customers, suppliers, commercial agents or distributors. (representative
selection)
3. Trustee agreements: Assurance that none exist or, if there are trustee agreements, attach them
4. All agreements, instruments and other documents regarding silent partnerships, sub-participation, shareholder loans or other
participations of third parties (if necessary list as attachment)
5. Liabilities to existing shareholders
6. Exclusive contracts and cooperation or distribution agreements that go beyond the normal business operations
Brett Sayles / Pexels
Essential Contracts (1/2)

8. What we need:
7. Other contracts (if necessary, list as attachment) of the following kind, if not already disclosed:
• Contracts or other arrangements between the Company and the partners or related parties
• Voting agreements
• Contracts with third-parties providing options, equity rights or similar rights.
• List of all rental and leasing contracts, except the usual contracts for telecommunications or office equipment
• Loan agreements
• Waiver and deferment contracts
• Other contracts, which (in individual cases or in their entirely) justify an obligation of the company of more than 3.000,00 € and which have not been fulfilled yet or which were concluded after
the balance sheet date.
• Consultancy agreements
• All agreements or contracts containing provisions regarding the actual financing round
• Contracts that may restrict the company in its business or its freedom to operate
• Collective agreements
• List of existing legal disputes, stating: opposing party, subject, amount in dispute
• List of disputes with authorities (e.g. tax and competition authority)
• All Insurance contracts
• Consortium agreements
• Surety bonds or pledges
Brett Sayles / Pexels
Essential Contracts (2/2)

9. What we need:
1. Documentation and description of product and technology
2. Software documentation
3. Product roadmap
4. Certificates, information, permits and status of relevant approval procedures
5. (third-party) reports or reviews
Brett Sayles / Pexels
Fair Disclosure
All other important documents which are describing the business position of the company
Product / Tech

10. IBB Beteiligungsgesellschaft GmbH
Bundesallee 210
10719 Berlin
+49 (0)30 2125 3201
www.ibbventures.de
info@ibbventures.de
Die IBB und das Land Berlin beteiligen sich je
zur Hälfte an den Fonds, letzterer mit
Unterstützung durch Mittel aus dem
Europäischen Fonds für regionale Entwicklung
der Europäischen Union.
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