Due Diligence Checklist
Transaction[●]
Issuer[●]
SPV (if applicable)[●]
Underlying Asset[●]
Jurisdiction[●]
Lead Advisor[●]
Target Closing Date[●]
Purpose
This Due Diligence Checklist (the "Checklist") is intended to assist transaction participants in identifying, requesting, reviewing, and verifying the information and documentation necessary to evaluate a proposed real world asset tokenization transaction.
The Checklist is designed as a transaction management tool and should be tailored to the applicable transaction structure, underlying asset, jurisdiction, and regulatory requirements.
1Corporate Due Diligence
| No. | Item | Status | Remarks |
|---|---|---|---|
| 1.1 | Obtain organizational structure chart | ||
| 1.2 | Obtain Certificate of Incorporation / Formation | ||
| 1.3 | Obtain constitutional documents (Charter, Bylaws, Operating Agreement, etc.) | ||
| 1.4 | Obtain Certificate of Good Standing (if applicable) | ||
| 1.5 | Verify registered office and principal place of business | ||
| 1.6 | Review capitalization table and ownership structure | ||
| 1.7 | Verify directors, officers, managers, or trustees | ||
| 1.8 | Review board and shareholder resolutions relating to the transaction | ||
| 1.9 | Identify subsidiaries, affiliates, and material investments | ||
| 1.10 | Review organizational charts and group structure |
2Financial Due Diligence
| No. | Item | Status | Remarks |
|---|---|---|---|
| 2.1 | Obtain audited financial statements | ||
| 2.2 | Obtain interim financial statements | ||
| 2.3 | Review management accounts | ||
| 2.4 | Review budgets and financial projections | ||
| 2.5 | Review material debt obligations | ||
| 2.6 | Review existing financing arrangements | ||
| 2.7 | Review banking relationships and account information | ||
| 2.8 | Identify contingent liabilities | ||
| 2.9 | Review tax filings and assessments | ||
| 2.10 | Review insurance policies relevant to financial risks |
3Asset Due Diligence
| No. | Item | Status | Remarks |
|---|---|---|---|
| 3.1 | Verify ownership of the underlying asset | ||
| 3.2 | Obtain title documents or evidence of ownership | ||
| 3.3 | Review independent valuation reports | ||
| 3.4 | Identify liens, pledges, security interests, or encumbrances | ||
| 3.5 | Review material agreements affecting the asset | ||
| 3.6 | Confirm transferability of the asset | ||
| 3.7 | Review insurance coverage relating to the asset | ||
| 3.8 | Review maintenance, inspection, or condition reports (where applicable) | ||
| 3.9 | Review environmental or technical reports (where applicable) | ||
| 3.10 | Confirm readiness of the asset for tokenization |
4Legal Due Diligence
| No. | Item | Status | Remarks |
|---|---|---|---|
| 4.1 | Review material contracts | ||
| 4.2 | Review existing financing and security agreements | ||
| 4.3 | Review litigation, arbitration, or regulatory proceedings | ||
| 4.4 | Review licenses, permits, and regulatory approvals | ||
| 4.5 | Review intellectual property ownership and licensing | ||
| 4.6 | Review employment and consulting agreements (where material) | ||
| 4.7 | Review material customer and supplier agreements | ||
| 4.8 | Identify change of control or consent requirements | ||
| 4.9 | Identify legal restrictions affecting the transaction | ||
| 4.10 | Summarize material legal risks identified during due diligence |
5Commercial Due Diligence
| No. | Item | Status | Remarks |
|---|---|---|---|
| 5.1 | Review the issuer's business model | ||
| 5.2 | Assess the commercial rationale for the transaction | ||
| 5.3 | Identify key products and services | ||
| 5.4 | Review major customers and customer concentration | ||
| 5.5 | Review major suppliers and supplier dependencies | ||
| 5.6 | Assess market position and competitive landscape | ||
| 5.7 | Review revenue sources and business sustainability | ||
| 5.8 | Assess growth strategy and business plans | ||
| 5.9 | Identify material commercial risks | ||
| 5.10 | Summarize key commercial findings |
6Operational Due Diligence
| No. | Item | Status | Remarks |
|---|---|---|---|
| 6.1 | Review organizational structure and management responsibilities | ||
| 6.2 | Assess internal governance and decision-making processes | ||
| 6.3 | Review operational policies and procedures | ||
| 6.4 | Assess internal controls and risk management framework | ||
| 6.5 | Review information technology infrastructure | ||
| 6.6 | Assess cybersecurity policies and controls | ||
| 6.7 | Review business continuity and disaster recovery plans | ||
| 6.8 | Review material outsourcing and service provider arrangements | ||
| 6.9 | Assess operational scalability and capacity | ||
| 6.10 | Summarize operational risks identified during due diligence |
7Technology & Tokenization Due Diligence
| No. | Item | Status | Remarks |
|---|---|---|---|
| 7.1 | Confirm the proposed blockchain network | ||
| 7.2 | Review the proposed token standard and technical specifications | ||
| 7.3 | Review smart contract architecture and functionality | ||
| 7.4 | Obtain and review smart contract audit reports (if available) | ||
| 7.5 | Review digital asset custody arrangements | ||
| 7.6 | Review wallet infrastructure and key management procedures | ||
| 7.7 | Review oracle services and external data dependencies (if applicable) | ||
| 7.8 | Assess token issuance, minting, burning, and transfer controls | ||
| 7.9 | Review platform security, monitoring, and incident response procedures | ||
| 7.10 | Confirm operational readiness for token issuance |
8ESG & Reputational Due Diligence
| No. | Item | Status | Remarks |
|---|---|---|---|
| 8.1 | Review environmental matters affecting the issuer or asset (if applicable) | ||
| 8.2 | Assess social and stakeholder considerations (if applicable) | ||
| 8.3 | Review corporate governance practices | ||
| 8.4 | Conduct adverse media and public records searches | ||
| 8.5 | Identify reputational risks associated with the issuer, asset, or key stakeholders | ||
| 8.6 | Review sanctions, watchlists, and enforcement actions | ||
| 8.7 | Assess ESG-related disclosures (if applicable) | ||
| 8.8 | Identify material ESG or reputational concerns |
9Due Diligence Summary
| No. | Item | Status | Remarks |
|---|---|---|---|
| 9.1 | Summarize material findings from due diligence | ||
| 9.2 | Identify outstanding information requests | ||
| 9.3 | Identify unresolved issues requiring further review | ||
| 9.4 | Identify material risks that may affect the transaction | ||
| 9.5 | Recommend conditions to closing (if any) | ||
| 9.6 | Confirm completion of the due diligence process |
AAppendix A — Document Request List
This appendix serves as a high-level index of documents that should typically be requested during due diligence.
| Category | Requested | Received | Reviewed |
|---|---|---|---|
| Corporate Documents | |||
| Financial Statements | |||
| Tax Records | |||
| Material Contracts | |||
| Regulatory Licenses | |||
| Litigation Records | |||
| Asset Documentation | |||
| Insurance Policies | |||
| Intellectual Property Documents | |||
| Technology Documentation |
BAppendix B — Due Diligence Status
| Workstream | Status | Remarks |
|---|---|---|
| Corporate | ||
| Financial | ||
| Asset | ||
| Legal | ||
| Commercial | ||
| Operational | ||
| Technology & Tokenization | ||
| ESG & Reputational |