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How to prepare for due diligence in 90 days
An order of work for a founder who expects to raise, borrow or sell in the next few months: what to find, what to fix, and when to bring in your CA and CS.
6 min read, facts checked on
Days 1 to 10: know what applies to you
Not every company owes every document. What you need depends on your turnover, headcount, how you are registered, whether you export, whether you have foreign investors and what you are preparing for. Start by working out your own list, so you do not chase documents that do not apply.
The free readiness check takes about four minutes and shows what applies to your company and where the gaps are. Share the result with your CA and CS; they will know which gaps are real.
Days 10 to 40: gather the basics
Collect, in one place, named by what each one proves:
- Incorporation documents, MOA and AOA, and the statutory registers.
- Board and shareholder minutes for the last three years.
- ROC filings (AOC-4, MGT-7 and event-based forms) for every year.
- Audited financial statements, income tax returns and tax audit reports.
- GST returns and TDS returns for the open years.
- Share allotment and transfer papers, and a cap table.
- Key customer, supplier, lease and loan contracts.
- Registrations and licences, with their renewal dates.
Most of this exists somewhere: on a portal, in your CA's files, in an inbox. The work is finding it and putting it against the right item.
Days 40 to 70: fix what is broken
With the list in front of you, the gaps will be visible. The usual ones are in common findings. Prioritise:
- Anything that grows more expensive with time: late ROC forms, unpaid TDS, PF and ESI arrears.
- Anything in the cap table: missing PAS-3s, unstamped transfers, share certificates never issued.
- Anything a counterparty cannot work around: IP owned by a founder, a lapsed licence, a missing approval.
Your CS handles company law filings, your CA handles tax and accounts, and your lawyer handles contracts and assignments.
Days 70 to 90: have it checked
Ask your own CA, CS or lawyer to review the record item by item and confirm it, before a counterparty's team does. A record your professional has already checked is faster to diligence, and questions that come up now are cheaper to answer than questions that come up with a deal on the table.
Keep it current
Readiness decays: returns fall due every month, licences expire, registers need updating after every allotment. A record kept current all year means the next raise, loan or sale starts from ready rather than from scratch.
For the stages of a deal itself, see how due diligence works in India.
Official sources
The rules this guide describes come from these. Check the current text there, or ask your CA or CS.
- Ministry of Corporate Affairs: company filings, charges and the Companies Act 2013
- Income Tax Department: the Income-tax Act 2025 and returns
- GST portal: registrations, returns and GSTR-9C
- EPFO and ESIC: provident fund and employees' state insurance
- Udyam Registration: MSME registration
This guide explains how things usually work. Your CA, CS or lawyer advises on your company’s case. To see which of these documents apply to your company, run the free due diligence readiness check; for a form or term you do not recognise, see the glossary.