Delaware Corporate Document Vault & Due Diligence Data Room
Before venture capital funds, institutional banks, or acquiring companies wire funds, their legal counsel audits your corporate minute book. Verify all 10 statutory pillars required under the Delaware General Corporation Law (DGCL).
Stamped by Delaware Secretary of State; establishes authorized stock classes, share counts, and par values.
Adopted rules governing director elections, quorum requirements, officer powers, and shareholder voting.
Formal transition of initial corporate powers from the legal incorporator to the initial Board of Directors.
Formal execution of officer appointments, bank authorizations, and ratification of annual tax election filings.
Filed Annual Report calculating tax under Assumed Par Value method, with proof of statutory state fee payment.
Certified by Dover state office within the past 30 days to verify the entity charter is valid and not void.
Reconciled stock ledger matching issued shares on the Delaware Annual Report, with USPS certified mail receipts for 83(b) filings.
US Treasury FinCEN electronic receipt verifying beneficial owners holding 25%+ equity or substantial control.
Required for all US corporations with foreign shareholders to prevent automatic $25,000 IRS statutory penalties.
Certified attestation that corporate gross assets at issuance did not exceed $50M, unlocking up to $10M tax-free capital gains.
Acme Technologies, Inc.
Delaware General Corporation Law (DGCL) Minute Book Audit Verification
What belongs in a Delaware corporation’s minute book?
The certificate of incorporation and every amendment, the bylaws, the incorporator’s action and initial board consent, all board and stockholder consents and minutes, the stock ledger, stock purchase agreements with copies of each 83(b) election, the equity incentive plan and grants, IP assignment agreements, the IRS EIN letter, and each year’s franchise tax receipt and annual report.
What do investors check in due diligence?
Investors’ counsel checks that every share was validly authorized and issued, that the cap table matches the stock ledger, that founders filed 83(b) elections on time, that all IP is assigned to the company, that the company is in good standing in Delaware, and that option grants were approved by the board at a supportable fair market value.
Gaps usually can be fixed with ratifying consents under 8 Del. C. §§ 204–205, but fixing them before a term sheet is cheaper than during closing.