అడుగు వేసే ముందు మీ స్థితి తెలుసుకోండి

• Certificate of incorporation, and any fresh certificate after a change of name
• Memorandum and Articles of Association, with all amendmentsCheck that the objects cover the business and look for restrictions on transferring shares.
• Statutory registers: members, directors and key managerial personnel, charges, and contracts with related parties
• Minutes of board and shareholder meetings for the last three years
• Annual returns (MGT-7 / MGT-7A) and financial statements (AOC-4) filed with the Registrar of Companies for the last three yearsLate or missing filings attract penalties and often point to weak governance.
• Current status on the MCA portal: active, not struck off or under liquidation

Check yourself: MCA portal (company and LLP master data, charges)

• Shareholding pattern and cap table, with share certificates or demat statements
• Records of every share allotment and transfer (return of allotment PAS-3, transfer deeds SH-4 with stamp duty paid)
• Shareholders' agreements, investment agreements, and any pledge of shares
• ESOP scheme and grants, and any convertible instruments (CCPS, CCDs, convertible notes, warrants)

• List of directors and key managerial personnel with DINs, and the resolutions appointing them
• Confirmation that no director is disqualified and that their DIR-3 KYC is up to date
• Related-party transactions and the approvals taken for them
• Managerial remuneration, and any loans to directors

Check yourself: MCA portal (company and LLP master data, charges)

• Financial statements for the last three years (audited where required) and the latest management accounts
• Income tax returns and assessment orders for the last three years, and any pending demands or notices
• GST registrations and returns (GSTR-1, GSTR-3B and annual returns), and any notices or demands
• TDS returns, and any defaults or notices
• Statements of the main bank accounts for the last twelve months

Check yourself: GST taxpayer search

• Contracts with the main customers and suppliers, including any exclusivity, non-compete or minimum-commitment terms
• Clauses that end or need consent on a change of control or an assignmentKey contracts can fall away when ownership changes.
• Agreements with promoters, founders, their relatives or their other businesses
• Insurance policies and the claims history

• A list of pending and threatened cases, arbitrations and consumer complaints, with their status and the amounts involved
• Legal, tax and regulatory notices received in the last three years
• Your own search of the courts and tribunals by the names of the business and its promotersA business may not know, or may not say, about every case.
• Any insolvency proceedings against the business, or its promoters' other businesses

Check yourself: eCourts (district courts) · High Court case status · NCLT (insolvency and company cases)

• Registrations needed to run the business: Shops and Establishments or trade licence, professional tax, and pollution consents where relevant

• Consents needed for the change of control: lenders, key customers and suppliers, landlords and licensing authorities
• Whether the deal needs approval from the Competition Commission of India
• Tax on the transaction, and whether carried-forward losses survive the change in shareholding
• Stamp duty on the share transfer or business transfer
• Liabilities found in this review, to be covered by warranties, indemnities or an escrow