Corporate diligence checklists across 41 jurisdictions

Why diligence is jurisdiction-specific

The records a corporation must produce in diligence are determined by its jurisdiction of incorporation, not the location of its operations or its counterparty. A Delaware-incorporated company doing business in California is judged against DGCL § 220, not Cal. Corp. Code § 1500. A federally-incorporated Canadian company with offices in Ontario must satisfy CBCA s. 20 and s. 21.1, not OBCA s. 140. Investors and acquirers structure their diligence requests around the controlling statute, and counsel reviewing the response applies that same standard.

The result is that the diligence prep checklist for an Ontario corporation is meaningfully different from the checklist for a Delaware corporation, even when the underlying business and the round size are identical. The Ontario checklist must produce the OBCA s. 140 records and the s. 140.1 ISC register; the Delaware checklist must produce the DGCL § 220 records and (since 2025) the Corporate Transparency Act beneficial ownership filing. Each guide below covers the controlling statute, the records that must be produced, and the failure points specific to that jurisdiction.

Choose your jurisdiction of incorporation

Each checklist covers records to produce, cap-table items to reconcile, filings to verify, and the common failures diligence counsel finds in that jurisdiction.