Acquisition Due Diligence Questionnaire Format India

ACQUISITION DUE DILIGENCE QUESTIONNAIRE

Acquisition Due Diligence Questionnaire

Target: ____________

Transaction: ____________

Instructions: Provide complete answers, identify exceptions, and attach indexed supporting documents. Responses are for evaluation and do not constitute representations unless repeated in definitive documents.

1. Corporate Status and Ownership

Provide certificates of incorporation, constitutional documents, registrations, licences, group chart and registered-office records.
Provide capitalization tables, securities registers, beneficial ownership, options, convertible instruments and shareholder arrangements.
List directors, key managerial personnel, committees, related parties, delegated authorities and all material corporate approvals.

2. Financial Tax and Debt

Provide audited financial statements for ____________, current management accounts, budgets and accounting policies.
List borrowings, guarantees, security, off-balance-sheet commitments, defaults, grants and contingent liabilities.
Provide direct and indirect tax registrations, filings, assessments, disputes, incentives and transfer-pricing records.

3. Assets and Operations

List real property, leases, equipment, inventory, bank accounts, receivables and material assets, identifying title defects and encumbrances.
Describe customers, suppliers, products, pricing, warranties, recalls, insurance, business continuity and environmental matters.

4. Material Contracts

Provide all material customer, supplier, financing, distribution, technology, joint-venture and related-party contracts.
Identify change-of-control, consent, exclusivity, non-compete, most-favoured-customer, assignment, termination and default provisions.

5. Intellectual Property Technology and Data

List registered and unregistered IP, applications, licences, assignments, employee/contractor invention documents and infringement claims.
Describe systems, cybersecurity controls, incidents, source-code dependencies, open-source use, data flows, privacy notices and processor contracts.

6. Employment and Benefits

Provide employee and contractor lists, compensation, benefits, statutory contributions, policies, disputes and change-of-control payments.
Identify unions, collective arrangements, workplace incidents, key-person dependencies and restrictive covenants.

7. Compliance Litigation and Regulatory

List permits, filings, inspections, notices, anti-bribery controls, sanctions/export matters and sector-specific compliance.
Describe pending, threatened or settled litigation, arbitration, investigations, orders and undertakings.

8. Transaction Matters

Identify required board, shareholder, lender, contractual and regulatory approvals.
List proposed conditions precedent, restructuring, leakage, debt-like items and closing deliverables.

9. Certification

9.1 ____________ confirms that the responses and indexed attachments are complete and not misleading as at ____________, subject only to specifically identified qualifications.

10. Document Index

10.1 Reference number, document title, date, parties, status, data-room path and exceptions: ____________

11. Execution

11.1 For the Target: Authorized signatory ____________; Name ____________; Designation ____________; Date ____________; Place ____________.

IN WITNESS WHEREOF, the undersigned confirm the information in this questionnaire as of the date stated above.

WITNESSES:

______________________________

COMPLETED BY / Target Company

______________________________

RECEIVED BY / Prospective Buyer

Identified by me:

Advocate

____________

Drafted by me as per instructions of both the parties, read over and explained and after understanding the contents hereof they have signed this questionnaire.

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About this agreement

Acquisition Due Diligence Questionnaire Format (India)

Need a clear, India-ready Acquisition Due Diligence Questionnaire you can customise and execute with confidence? This template helps the parties record commercial and legal terms in one structured document—so key rights, fees, timelines, and risk allocation are not left to informal chats.

What is a Acquisition Due Diligence Questionnaire?

An Acquisition Due Diligence Questionnaire is a structured information request used by a buyer to probe a target’s corporate, financial, tax, employment, IP, litigation, and regulatory position before signing or closing a deal in India. Answers feed the SPA warranties, disclosure letter, and valuation.

Why this Acquisition Due Diligence Questionnaire matters

Without a properly completed written instrument, parties commonly face issues such as:

incomplete seller disclosures that later become warranty claims
inconsistent Q&A across functions and data rooms
missed red flags in tax, labour, related-party, or licence areas
slow deals because questions were not organised early

Who should use this template?

Buyers and PE / strategic acquirers running India diligence
Sellers preparing a controlled disclosure process
Counsel and diligence advisors coordinating workstreams

What this template typically covers

Corporate structure, capitalisation, and material contracts
Financials, debt, contingencies, and related-party dealings
Employment, ESOPs, and labour compliance
IP, IT, data privacy, and key assets
Litigation, licences, tax, and regulatory matters
Authorised sign-off blocks for target responses

How to use this template

Fill every blank and schedule with the actual commercial details for your transaction.
Delete optional clauses that do not apply; do not leave alternate wording in the signed copy.
Confirm stamping / e-stamping / registration needs (if any) for your State before execution.
Align this document with any related MSA, term sheet, board approval, or licence already in place.
Have the final version reviewed by a qualified lawyer for your facts, sector rules, and current Indian law before signing or publishing.

Important note

This is a general India-oriented drafting template for education and customisation. It is not a substitute for legal advice. Stamp duty, registration, regulatory approvals, and tax treatment vary by State and transaction—get professional review before relying on the completed document.

(Document title on file: ACQUISITION DUE DILIGENCE QUESTIONNAIRE)

Important Guidelines

Use this questionnaire only after completing every bracketed variable and schedule. Confirm party names, authority, scope, deliverables, consideration, taxes, dates, acceptance criteria, intellectual-property ownership, confidentiality, data handling, liability allocation, termination, notices and dispute forum. Check whether the instrument requires stamping, witnessing, notarization, registration, board or shareholder approval, regulatory consent, or sector-specific language in the relevant Indian State. Delete inapplicable options instead of leaving alternatives in the signed version. This is a general India-oriented template and must be reviewed by a qualified lawyer for the facts, State stamp law and current regulatory position before publication or execution.

Supporting Documents

Typical supporting documents for a Acquisition Due Diligence Questionnaire.

Identity and address details of every party
Ensures correct legal identification and notice details.
When: Before drafting
Authority documents and corporate approvals
May include board resolutions, powers of attorney or partner authorization.
When: Before signing
Commercial term sheet and supporting schedules
Supplies scope, pricing, milestones, specifications and risk allocation.
When: Before finalization

Frequently asked questions

What is a Acquisition Due Diligence Questionnaire?→

It is a document used to record the rights, obligations or information described in this template. Its legal effect depends on its completed wording and the surrounding facts.

Is this Acquisition Due Diligence Questionnaire valid throughout India?→

The general structure may be used in India, but State stamp laws, registration rules and sector-specific requirements must be checked before signing.

Can this template be customized?→

Yes. Complete the bracketed fields, schedules and optional clauses, then obtain legal review before execution or publication.

ACQUISITION DUE DILIGENCE QUESTIONNAIRE

Acquisition Due Diligence Questionnaire

Target: ____________

Transaction: ____________

1. Corporate Status and Ownership

Provide certificates of incorporation, constitutional documents, registrations, licences, group chart and registered-office records.
Provide capitalization tables, securities registers, beneficial ownership, options, convertible instruments and shareholder arrangements.
List directors, key managerial personnel, committees, related parties, delegated authorities and all material corporate approvals.

2. Financial Tax and Debt

Provide audited financial statements for ____________, current management accounts, budgets and accounting policies.
List borrowings, guarantees, security, off-balance-sheet commitments, defaults, grants and contingent liabilities.
Provide direct and indirect tax registrations, filings, assessments, disputes, incentives and transfer-pricing records.

3. Assets and Operations

List real property, leases, equipment, inventory, bank accounts, receivables and material assets, identifying title defects and encumbrances.
Describe customers, suppliers, products, pricing, warranties, recalls, insurance, business continuity and environmental matters.

4. Material Contracts

Provide all material customer, supplier, financing, distribution, technology, joint-venture and related-party contracts.
Identify change-of-control, consent, exclusivity, non-compete, most-favoured-customer, assignment, termination and default provisions.

5. Intellectual Property Technology and Data

List registered and unregistered IP, applications, licences, assignments, employee/contractor invention documents and infringement claims.
Describe systems, cybersecurity controls, incidents, source-code dependencies, open-source use, data flows, privacy notices and processor contracts.

6. Employment and Benefits

Provide employee and contractor lists, compensation, benefits, statutory contributions, policies, disputes and change-of-control payments.
Identify unions, collective arrangements, workplace incidents, key-person dependencies and restrictive covenants.

7. Compliance Litigation and Regulatory

List permits, filings, inspections, notices, anti-bribery controls, sanctions/export matters and sector-specific compliance.
Describe pending, threatened or settled litigation, arbitration, investigations, orders and undertakings.

8. Transaction Matters

Identify required board, shareholder, lender, contractual and regulatory approvals.
List proposed conditions precedent, restructuring, leakage, debt-like items and closing deliverables.

9. Certification

9.1 ____________ confirms that the responses and indexed attachments are complete and not misleading as at ____________, subject only to specifically identified qualifications.

10. Document Index

10.1 Reference number, document title, date, parties, status, data-room path and exceptions: ____________

11. Execution

11.1 For the Target: Authorized signatory ____________; Name ____________; Designation ____________; Date ____________; Place ____________.

IN WITNESS WHEREOF, the undersigned confirm the information in this questionnaire as of the date stated above.

WITNESSES:

______________________________

COMPLETED BY / Target Company

______________________________

RECEIVED BY / Prospective Buyer

Identified by me:

Advocate

____________

Drafted by me as per instructions of both the parties, read over and explained and after understanding the contents hereof they have signed this questionnaire.

Download PDF₹49 Download Word₹49

100% Legally Valid Format · 2026
Instant Download

0 people have downloaded this document