Fundamentally, this set of questions is trying to get a solid answer to the question, “Are you who you say you are?” While there’s certainly a side to that question that’s about figuring out if we can trust a seller, there’s also the fact that we simply need to know who we’re negotiating with. The answer to that question comes into play in a variety of ways.

At a baseline, a surprising number of businesses don’t really know what they are (perhaps they were set up as one type of entity and have shifted, or have been calling themselves something for convenience that doesn’t match up to reality). Then, each business type (from S-Corp to C-Corp to LLC to every other type of set-up) has different advantages and disadvantages, as well as quirks and particularities – particularly relative to transactions. The upshot of that is that different types of buyers are better suited to buying particular types of entities.

So, with this set of questions, we’re trying to get to “Who are you? Where do you operate? What type of entity are you? And does that line up with the type of business we’re best equipped to steward?”

Organizational structure chart of the Company identifying the legal name, type of entity, ownership and jurisdiction of organization.
Brief written summary of the history of the Company, including any predecessor companies, changes of ownership, reorganizations and any other acquisition or sale involving all or any portion of the Company, and a list of all names under which the Company now, or has at any time in the past, operated.
List of all cities, states and other locations where the Company:
1. is registered/qualified to do business;
2. maintains an office or inventory;
3. owns or leases real estate or has employees or independent contractors; or
4. has material sales or business (more than $50,000 in a year).
Aside from any subsidiaries, provide a list of all other entities or joint ventures in which the Company owns an interest, identifying the amount or percentage of such interest, as well as any agreements to which the Company is a party in connection with such ownership.
Organizational documents of the Company, including, as applicable: articles/certificate of incorporation; articles/certificate of organization; by-laws, certificate of partnership; evidence of foreign registration; operating, partnership and stockholder agreements; and all other similar documentation.
Minute books of the Company, including minutes of meetings and actions by written consent of the board of directors (or its equivalent) and/or the equity holders of the Company.