In this article
A clean data room is not built when diligence begins. It is built in the months before anyone asks to see it.
This checklist is for founders and finance teams of private limited companies planning a raise, a secondary transaction or a sale in the next six to twelve months. The regulatory position in this article is stated as at 10 September 2026. Timelines and filing requirements change, so confirm the current position before acting on any item.
How to use this checklist
Work through the list once, cold, before anyone asks you for a data room. Give every item one of three statuses:
The middle status is where deals slow down. A document that exists but disagrees with another document takes longer to explain and raises questions about everything else in the file. The cure periods below are realistic rather than optimistic: diligence may give you two to three weeks, while cleaning a three-year-old company can take eight to twelve.
Ownership and equity records
Register of members
What satisfies it: A register maintained under Section 88 in Form MGT-1 from incorporation, reflecting every allotment and transfer in sequence and reconciling exactly to issued share certificates and the cap table circulated to investors.
How it fails: Transfers were agreed and paid for but never entered; founder-to-founder adjustments were made in the early years; or a spreadsheet cap table drifted from the register.
Typical cure: Two to six weeks, and longer where transfer instruments must be reconstructed and stamped. Reconstruction remains visible in the file.
Share certificates and transfer instruments
What satisfies it: Certificates issued within the prescribed period under Section 56, in the prescribed form, serially numbered and signed. Every transfer should be supported by a duly executed and stamped Form SH-4 delivered within the prescribed period.
How it fails: Certificates were never physically issued; transfer forms are unstamped or under-stamped; or board approval is missing where the articles require it.
Typical cure: Two to four weeks. Stamp duty on a late instrument remains payable and penalties may apply in some states.
Corporate governance
Board and shareholder minutes
What satisfies it: Signed minutes of every board and general meeting, with attendance recorded and a resolution for each act that requires one, including allotments, transfer approvals, auditor appointments, borrowings and related-party transactions.
How it fails: An allotment has no corresponding resolution, or minutes for a full year appear to have been prepared in one sitting.
Typical cure: Minutes cannot be genuinely recreated retrospectively. Some matters may be regularised, but the regularisation remains visible.
Auditor appointment
What satisfies it: A board or shareholder resolution appointing the auditor under Section 139, the auditor's written consent and eligibility certificate, and Form ADT-1 filed within the prescribed period.
How it fails: There is an engagement letter but no resolution, ADT-1 was never filed, or a casual vacancy was filled without approval.
Why it matters: If the appointment was not validly made, a question can arise over every audit report signed since.
Typical cure: One to two weeks for filing. Filing does not, by itself, resolve the question over past reports.
The ROC filing trail
ROC filings
What satisfies it: AOC-4 and MGT-7, or MGT-7A where applicable, filed within the prescribed periods after each annual general meeting since incorporation; MGT-14 for resolutions requiring it; and PAS-3 within the prescribed period after each allotment.
How it fails: Filings are late, often because the audit ran late and the AGM slipped.
Why it matters: Additional fees and the public record of delay can become a diligence and negotiation point.
Typical cure: Filing plus applicable additional fees, usually one to three weeks. The record of delay remains on the MCA portal.
Employee equity
ESOP documentation
What satisfies it: A shareholder-approved scheme, a board resolution for every grant, signed grant letters stating the number of options, exercise price and vesting schedule, an option register, and an exercise price supported by a valuation for the relevant date.
How it fails: Equity was promised in an offer letter with no valid grant; approvals exist only in email; exercise prices cannot be traced to valuations; or the pool does not tie to the cap table.
Why it matters: An employee with a written promise but no valid grant may represent a contingent claim on the cap table.
Typical cure: Four to eight weeks. A grant letter dated today for an option promised two years ago carries limited evidentiary weight.
Foreign investment and valuation evidence
FEMA filings
What satisfies it: Form FC-GPR filed within the prescribed period after issuing equity instruments to a non-resident, FC-TRS for relevant resident and non-resident transfers, the annual FLA return where applicable, valuation support for the price and remitter KYC.
How it fails: FC-GPR was missed on a small early cheque from a founder's relative abroad, or convertible instruments were issued without the necessary pricing check.
Typical cure: Regularisation through the applicable late-submission process may be available. Allow four to eight weeks; the regularisation record becomes part of the file.
Valuation reports
What satisfies it: A registered valuer's report supporting each priced round, dated appropriately relative to the allotment and matching the instrument issued. Separate reports may be required where company-law and income-tax requirements differ.
How it fails: The report was obtained after the allotment, supports equity when a convertible instrument was issued, or was reused for two rounds a year apart.
Typical cure: A contemporaneous valuation cannot be recreated meaningfully after the event; its date is central to the evidence.
Statutory dues and tax positions
Tax and statutory dues
What satisfies it: GST and TDS positions that agree with the books; GSTR-2B differences identified and cleared; TDS reconciled to Form 26AS; PF and ESI paid and reconciled; and a schedule of every notice, demand and proceeding with the position taken on each.
How it fails: Reconciliations are performed only at audit, an open GST scrutiny was not disclosed, or a demand under appeal has no provision or note.
Typical cure: Three to six weeks for reconciliations. Open proceedings will not close to a transaction timetable, and undisclosed matters are usually more damaging than disclosed ones.
Related parties, debt and disputes
Related-party schedule
What satisfies it: A complete related-party list; every transaction with each party; board approval where Section 188 requires it; written agreements for loans and services; and disclosure in the financial statements.
How it fails: Founder loans have no agreement or interest terms, group-company transfers exist only as bank entries, or rent is paid to a director without a lease.
Typical cure: Two to four weeks to document the position. Approvals that were required but not taken cannot be backdated.
Debt and dispute register
What satisfies it: A written record of every borrowing and creditor claim, with each matter classified as admitted, disputed, settled or contingent; board notes recording statutory-dues or lender defaults; settlement records; and support for payments made by one group entity for another.
How it fails: Debt stress is disclosed only when diligence finds it, or one group company pays another's dues with nothing in writing.
Why it matters now: The IBBI discussion paper dated 14 August 2026 focuses on due diligence to identify fraudulent or malicious initiation of insolvency proceedings and recourse under Sections 60(5) and 65 of the Insolvency and Bankruptcy Code, 2016. A clear contemporaneous record of what is owed and what is contested matters.
Typical cure: Two to three weeks to assemble the register if the underlying facts are known, and longer if they are not.
Additional checks worth completing
- Director KYC: Confirm that every director's DIN is active. Under the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, effective from 31 March 2026, every individual holding a DIN as at 31 March of a financial year must file Form DIR-3 KYC Web on or before 30 June immediately following every third consecutive financial year. Any change in the DIN holder's personal mobile number, email address or residential address must be reported in Form DIR-3 KYC Web within 30 days of the change, together with the applicable fee.
- Registered office: Confirm that the MCA record matches the address at which correspondence is actually received. Notices sent to the registered address may be treated as validly served.
- Other statutory registers: Review the registers of directors and key managerial personnel, charges, and related-party contracts.
Score your own file
Count the items marked Do not have it or Does not reconcile across the eleven document sets.
Good shape
Fix the exceptions and keep the underlying registers current.
Start now
Common for a three-to-five-year-old company that has raised once. Budget six to eight weeks and begin before a term sheet.
Pause the process
The file may not survive the first week of diligence. Resolve the foundational gaps before beginning a fundraise conversation.
A transaction-ready data room is a reconciled body of evidence, not a folder of documents assembled at short notice.
What Opuline does with this checklist
We conduct diligence-readiness reviews for companies planning a raise, secondary transaction or sale in the next six to twelve months. The output is a prioritised findings list, a cure plan with owners and dates, and the required filings and documentation completed.
Where corporate secretarial or legal execution is required, we work with your existing advisers or introduce appropriate specialists.
This checklist is general guidance on document readiness. It is not legal advice and is not a substitute for reviewing your own records. Requirements differ by company type, shareholding pattern and sector. Confirm current requirements on the relevant official portal before acting.