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Acquiring Asset – Due Diligence

TPA Service Due Diligence Tax

Business report with magnifying glass, smartphone, calculator and pen In connection with a potential acquisition transaction,
the following materials or information relating to the asset are typically requested:

(A)       Corporate Documents (Minute Book) of the Company

(1)        Articles of Incorporation and all amendments;

(2)        Bylaws and all amendments;

(3)        Minutes of all Board of Directors, committee and shareholders meetings and all consents to actions without meeting;

(4)        Most recently obtained good standing certificates for all jurisdictions where the Company is qualified to do business;

(B)       Litigation

(1)       Copies of any pleadings or correspondence for pending or prior lawsuits involving the Company or the Founders.

(2)       Summary of disputes with suppliers, competitors, or customers;

(3)       Correspondence with auditor or accountant regarding threatened or pending litigation, assessment or claims;

(C)       Employees and Related Parties

(1)       Summary of any labor disputes;

(2)       Correspondence or notes concerning pending or threatened labor stoppage;

(3)       All employment and consulting agreements, loan agreements and documents relating to other transactions with officers, directors, key employees and related parties;

(4)       information concerning Worker’s Compensation Board disputes;

(D)       Taxation

(1)       GST/PST tax returns for the last three years;

(2)       Evidence of Company being current on payroll, and other tax payments;


WCB Clearance letter

Note: WCB usually invoice in arrears, thus, even though the Vendors is in good standing there usually will be a balance due after closing

PPSA search
Court search
Corporate search (good standing)
Additional searched and consents to perform them:


CRA – Employee remittances;

Employment Standards Branch – outstanding claims

Property tax search, if real estate