Lease Guaranty Agreement: Fill & Download for Free

So it sounds like your company has decided to purchase an existing business. Regardless of whether the deal is structured as an asset transaction, a stock transaction, or a merger, make sure you know what you are getting into by requiring detailed information from the seller regarding its business operations and finances. The following is a checklist of information and documents you should review.A. Organization and Good Standing.The Company's Articles of Incorporation, and all amendments thereto.The Company's Bylaws, and all amendments thereto.The Company's minute book, including all minutes and resolutions of shareholders and directors, executive committees, and other governing groups.The Company's organizational chart.The Company's list of shareholders and number of shares held by each.Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and convertible securities.A Certificate of Good Standing from the Secretary of State of the state where the Company is incorporated.Copies of active status reports in the state of incorporation for the last three years.A list of all states where the Company is authorized to do business and annual reports for the last three years.A list of all states, provinces, or countries where the Company owns or leases property, maintains employees, or conducts business.A list of all of the Company's assumed names and copies of registrations thereof.B. Financial Information.Audited financial statements for three years, together with Auditor's Reports.The most recent unaudited statements, with comparable statements to the prior year.Auditor's letters and replies for the past five years.The Company's credit report, if available.Any projections, capital budgets and strategic plans.Analyst reports, if available.A schedule of all indebtedness and contingent liabilities.A schedule of inventory.A schedule of accounts receivable.A schedule of accounts payable.A description of depreciation and amortization methods and changes in accounting methods over the past five years.Any analysis of fixed and variable expenses.Any analysis of gross margins.The Company's general ledger.A description of the Company's internal control procedures.C. Physical Assets.A schedule of fixed assets and the locations thereof.All U.C.C. filings.All leases of equipment.A schedule of sales and purchases of major capital equipment during last three years.D. Real Estate.A schedule of the Company's business locations.Copies of all real estate leases, deeds, mortgages, title policies, surveys, zoning approvals, variances or use permits.E. Intellectual Property.A schedule of domestic and foreign patents and patent applications.A schedule of trademark and trade names.A schedule of copyrights.A description of important technical know-how.A description of methods used to protect trade secrets and know-how.Any "work for hire" agreements.A schedule and copies of all consulting agreements, agreements regarding inventions, and licenses or assignments of intellectual property to or from the Company.Any patent clearance documents.A schedule and summary of any claims or threatened claims by or against the Company regarding intellectual property.F. Employees and Employee Benefits.A list of employees including positions, current salaries, salaries and bonuses paid during last three years, and years of service.All employment, consulting, nondisclosure, nonsolicitation or noncompetition agreements between the Company and any of its employees.Resumés of key employees.The Company's personnel handbook and a schedule of all employee benefits and holiday, vacation, and sick leave policies.Summary plan descriptions of qualified and non-qualified retirement plans.Copies of collective bargaining agreements, if any.A description of all employee problems within the last three years, including alleged wrongful termination, harassment, and discrimination.A description of any labor disputes, requests for arbitration, or grievance procedures currently pending or settled within the last three years.A list and description of benefits of all employee health and welfare insurance policies or self-funded arrangements.A description of worker's compensation claim history.A description of unemployment insurance claims history.Copies of all stock option and stock purchase plans and a schedule of grants thereunder.G. Licenses and Permits.Copies of any governmental licenses, permits or consents.Any correspondence or documents relating to any proceedings of any regulatory agency.H. Environmental Issues.Environmental audits, if any, for each property leased by the Company.A listing of hazardous substances used in the Company's operations.A description of the Company's disposal methods.A list of environmental permits and licenses.Copies of all correspondence, notices and files related to EPA, state, or local regulatory agencies.A list identifying and describing any environmental litigation or investigations.A list identifying and describing any known superfund exposure.A list identifying and describing any contingent environmental liabilities or continuing indemnification obligations.I. Taxes.Federal, state, local, and foreign income tax returns for the last three years.States sales tax returns for the last three years.Any audit and revenue agency reports.Any tax settlement documents for the last three years.Employment tax filings for three years.Excise tax filings for three years.Any tax liens.J. Material Contracts.A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of all related agreements.Copies of all contracts between the Company and any officers, directors, 5-percent shareholders or affiliates.All loan agreements, bank financing arrangements, line of credit, or promissory notes to which the Company is a party.All security agreements, mortgages, indentures, collateral pledges, and similar agreements.All guaranties to which the Company is a party.Any installment sale agreements.Any distribution agreements, sales representative agreements, marketing agreements, and supply agreements.Any letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or divestitures within last five years.Any options and stock purchase agreements involving interests in other companies.The Company's standard quote, purchase order, invoice and warranty forms.All nondisclosure or noncompetition agreements to which the Company is a party.All other material contracts.K. Product or Service Lines.A list of all existing products or services and products or services under development.Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any Company's products or services.A summary of all complaints or warranty claims.A summary of results of all tests, evaluations, studies, surveys, and other data regarding existing products or services and products or services under development.L. Customer Information.A schedule of the Company's twelve largest customers in terms of sales thereto and a description of sales thereto over a period of two years.Any supply or service agreements.A description or copy of the Company's purchasing policies.A description or copy of the Company's credit policy.A schedule of unfilled orders.A list and explanation for any major customers lost over the last two years.All surveys and market research reports relevant to the Company or its products or services.The Company's current advertising programs, marketing plans and budgets, and printed marketing materials.A description of the Company's major competitors.M. Litigation.A schedule of all pending litigation.A description of any threatened litigation.Copies of insurance policies possibly providing coverage as to pending or threatened litigation.Documents relating to any injunctions, consent decrees, or settlements to which the Company is a party.A list of unsatisfied judgments.N. Insurance Coverage.A schedule and copies of the Company's general liability, personal and real property, product liability, errors and omissions, key-man, directors and officers, worker's compensation, and other insurance.A schedule of the Company's insurance claims history for past three years.O. Professionals.A schedule of all law firms, accounting firms, consulting firms, and similar professionals engaged by the Company during past five years.P. Articles and Publicity.Copies of all articles and press releases relating to the Company within the past three years.

To best answer this question, I would need to know which side of the acquisition you are on. That is, are you buying or selling the startup.If you are the one buying the startup, I suggest you make sure you know what you are getting into by requiring detailed information from the seller regarding its business operations and finances.If you are on the other side of the acquisition in which you are selling your startup, I suggest you have all this information available because it is likely your buyer will require most or all of this information throughout the acquisition process.Ultimately, this is the biggest step you can take to best structure your first startup acquisition.The following is a checklist of information and documents you should review, or be ready to provide.A. Organization and Good Standing.The Company's Articles of Incorporation, and all amendments thereto.The Company's Bylaws, and all amendments thereto.The Company's minute book, including all minutes and resolutions of shareholders and directors, executive committees, and other governing groups.The Company's organizational chart.The Company's list of shareholders and number of shares held by each.Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and convertible securities.A Certificate of Good Standing from the Secretary of State of the state where the Company is incorporated.Copies of active status reports in the state of incorporation for the last three years.A list of all states where the Company is authorized to do business and annual reports for the last three years.A list of all states, provinces, or countries where the Company owns or leases property, maintains employees, or conducts business.A list of all of the Company's assumed names and copies of registrations thereof.B. Financial Information.Audited financial statements for three years, together with Auditor's Reports.The most recent unaudited statements, with comparable statements to the prior year.Auditor's letters and replies for the past five years.The Company's credit report, if available.Any projections, capital budgets and strategic plans.Analyst reports, if available.A schedule of all indebtedness and contingent liabilities.A schedule of inventory.A schedule of accounts receivable.A schedule of accounts payable.A description of depreciation and amortization methods and changes in accounting methods over the past five years.Any analysis of fixed and variable expenses.Any analysis of gross margins.The Company's general ledger.A description of the Company's internal control procedures.C. Physical Assets.A schedule of fixed assets and the locations thereof.All U.C.C. filings.All leases of equipment.A schedule of sales and purchases of major capital equipment during last three years.D. Real Estate.A schedule of the Company's business locations.Copies of all real estate leases, deeds, mortgages, title policies, surveys, zoning approvals, variances or use permits.E. Intellectual Property.A schedule of domestic and foreign patents and patent applications.A schedule of trademark and trade names.A schedule of copyrights.A description of important technical know-how.A description of methods used to protect trade secrets and know-how.Any "work for hire" agreements.A schedule and copies of all consulting agreements, agreements regarding inventions, and licenses or assignments of intellectual property to or from the Company.Any patent clearance documents.A schedule and summary of any claims or threatened claims by or against the Company regarding intellectual property.F. Employees and Employee Benefits.A list of employees including positions, current salaries, salaries and bonuses paid during last three years, and years of service.All employment, consulting, nondisclosure, nonsolicitation or noncompetition agreements between the Company and any of its employees.Resumés of key employees.The Company's personnel handbook and a schedule of all employee benefits and holiday, vacation, and sick leave policies.Summary plan descriptions of qualified and non-qualified retirement plans.Copies of collective bargaining agreements, if any.A description of all employee problems within the last three years, including alleged wrongful termination, harassment, and discrimination.A description of any labor disputes, requests for arbitration, or grievance procedures currently pending or settled within the last three years.A list and description of benefits of all employee health and welfare insurance policies or self-funded arrangements.A description of worker's compensation claim history.A description of unemployment insurance claims history.Copies of all stock option and stock purchase plans and a schedule of grants thereunder.G. Licenses and Permits.Copies of any governmental licenses, permits or consents.Any correspondence or documents relating to any proceedings of any regulatory agency.H. Environmental Issues.Environmental audits, if any, for each property leased by the Company.A listing of hazardous substances used in the Company's operations.A description of the Company's disposal methods.A list of environmental permits and licenses.Copies of all correspondence, notices and files related to EPA, state, or local regulatory agencies.A list identifying and describing any environmental litigation or investigations.A list identifying and describing any known superfund exposure.A list identifying and describing any contingent environmental liabilities or continuing indemnification obligations.I. Taxes.Federal, state, local, and foreign income tax returns for the last three years.States sales tax returns for the last three years.Any audit and revenue agency reports.Any tax settlement documents for the last three years.Employment tax filings for three years.Excise tax filings for three years.Any tax liens.J. Material Contracts.A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of all related agreements.Copies of all contracts between the Company and any officers, directors, 5-percent shareholders or affiliates.All loan agreements, bank financing arrangements, line of credit, or promissory notes to which the Company is a party.All security agreements, mortgages, indentures, collateral pledges, and similar agreements.All guaranties to which the Company is a party.Any installment sale agreements.Any distribution agreements, sales representative agreements, marketing agreements, and supply agreements.Any letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or divestitures within last five years.Any options and stock purchase agreements involving interests in other companies.The Company's standard quote, purchase order, invoice and warranty forms.All nondisclosure or noncompetition agreements to which the Company is a party.All other material contracts.K. Product or Service Lines.A list of all existing products or services and products or services under development.Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any Company's products or services.A summary of all complaints or warranty claims.A summary of results of all tests, evaluations, studies, surveys, and other data regarding existing products or services and products or services under development.L. Customer Information.A schedule of the Company's twelve largest customers in terms of sales thereto and a description of sales thereto over a period of two years.Any supply or service agreements.A description or copy of the Company's purchasing policies.A description or copy of the Company's credit policy.A schedule of unfilled orders.A list and explanation for any major customers lost over the last two years.All surveys and market research reports relevant to the Company or its products or services.The Company's current advertising programs, marketing plans and budgets, and printed marketing materials.A description of the Company's major competitors.M. Litigation.A schedule of all pending litigation.A description of any threatened litigation.Copies of insurance policies possibly providing coverage as to pending or threatened litigation.Documents relating to any injunctions, consent decrees, or settlements to which the Company is a party.A list of unsatisfied judgments.N. Insurance Coverage.A schedule and copies of the Company's general liability, personal and real property, product liability, errors and omissions, key-man, directors and officers, worker's compensation, and other insurance.A schedule of the Company's insurance claims history for past three years.O. Professionals.A schedule of all law firms, accounting firms, consulting firms, and similar professionals engaged by the Company during past five years.P. Articles and Publicity.Copies of all articles and press releases relating to the Company within the past three years.

As John Greathouse noted, in a Series Seed round made up of Accredited Investors, you are not legally required to provide a prospectus or any specific disclosure schedules. As a matter of fact, I actually can't recall (at least recently) seeing a Disclosure Schedule in any of the [many] deals that I have done.Where these schedules and lists do appear, however, is in the due diligence requests from serious investors, which they will undertake prior to the closing. Depending on the size of the round and the size and professionalism of the investors (and the budget of their lawyers) the requested information may range from practically nothing more than a business plan and a slide deck (for an informal seed round), all the way up to a voluminous amount of material for a later stage venture round from a top tier fund.The closing documents will then generally include a representations and warranties clause, in which you swear on a stack of bibles (backed up by some severe economic penalties) that everything you've previously told your investors is actually true...particularly such teeny little issues as "we own all our code" and "we are operating perfectly legally".But if you want an idea as to how far the disclosure issue can go, Entrepreneur Magazine has posted a sample Due Diligence checklist (http://www.entrepreneur.com/formnet/form/774) that includes the following items (but be sure to check out their link for their terms of use and attribution):"Due Diligence" Investigation Check ListCORPORATE MATTERSa. Articles of Incorporation and by-laws of the Company and Seller.b. Corporate minute books and stock transfer records of the Company.c. Federal and state tax returns and related reports of the Company including:i. income tax returns,ii. audit reports of taxing authorities including descriptions of any open issues,iii. real estate tax bills and payment records,iv. personal property tax bills and payment records,v. franchise, license, capital stock, doing business, and similar tax reports, andvi. any other material documents.d. Agreements and arrangements between the Company and Seller or any affiliate of the Company or Seller, including:i. stock subscription agreements,ii. loan, line of credit or other financing arrangements,iii. tax sharing agreements or arrangements,iv. overhead allocation agreements or arrangements,v. management services or personnel loan agreements or arrangements,vi. guarantees or keep-well arrangements for the benefit of creditors or other third parties, andvii. any others.e. Shareholder agreements relating to stock of the Company or stock owned by the Company.f. Documents imposing restrictions or conditions on stock transfer or merger, including any arrangements granting rights of first refusal or other preferential purchase rights.g. Third-party or governmental consent or authorizations required for merger or acquisition.FINANCIAL MATTERSa. Financial statements, including:i. audited financial statements for all periods beginning on or after ^, 19^, consisting, in each case, of at least a balance sheet and income statement,ii. interim monthly unaudited financial statements for periods after the latest audited statements, andiii. working papers relating to the foregoing.b. Bank accounts and depositary arrangements.c. Credit agreements and credit instruments including loan agreements, notes, debentures and bonds, and files relating thereto.d. Performance and financial bonds.e. Letters of credit.f. Instruments or arrangements creating liens, encumbrances, mortgages, or other charges (including mechanics and materialmens' liens) on any real or personal property of the Company, including property held indirectly through joint ventures, partnerships, subsidiaries or otherwise.g. Receivables analysis including aging, turnover and bad debt experience.MANAGEMENT AND OPERATIONSa. Internal management reports and memoranda.b. Policy and procedures manuals including those concerning personnel policy, internal controls and legal and regulatory compliance.c. Budgets, financial projections, business plans and capital expenditure plans.d. Contracts and arrangements for supplies or services, including the following which were entered into or under which work was done during the past ^ years:i. contracts for the sale or purchase of real estate,ii. contracts for the purchase or sale of materials, equipment or other personal property or fixtures,iii. contracts or other arrangements for legal, accounting, consulting, brokerage, banking or other services, andiv. construction and engineering contracts or subcontracts.e. Proprietary information and documents, including:i. patents and patent applications,ii. copyrights,iii. trademarks, service marks, logos and trade or assumed names,iv. nonpatentable proprietary know-how,v. federal and state filings relating to any of the foregoing,vi. licensing agreements relating to any of the foregoing (whether the Company is a licensor or licensee), andvii. confidentiality agreements relating to any of the foregoing.f. Partnership or joint venture agreements to which the Company is a party and any other arrangements with third parties concerning the management or operation of properties, facilities or investments of the Company.g. Reports to management, board of directors or shareholders prepared by outside consultants, engineers or analysts.h. Closing documentation and related files for each prior sale of Company stock and each material asset purchase or sale by the Company during the past ^ years.i. Leases, deeds and related instruments, including without limitation, office premises leases, equipment or vehicle leases, and any such instruments held indirectly through joint ventures, partnerships, subsidiaries or otherwise.j. Agreements or arrangements granting rights of first refusal or other preferential purchase rights to any property of the Company.k. Other material agreements or arrangements.EMPLOYEE MATTERSa. Corporate policies concerning hiring, compensation, advancement and termination.b. Labor contracts together with a list of all labor unions that have represented or attempted to represent employees of the Company during the past ^ years.c. Agreements with individual employees, including:i. executive employment agreements,ii. bonus, profit-sharing and similar arrangements,iii. postemployment agreements including "salary continuation" and "golden parachute" arrangements, andiv. covenants not to compete by present or former employees.d. Names of any officers or key employees who have left the Company during the past years.e. Each of the following which the Company maintains or contributes to, together with filings with the Internal Revenue Service, Pension Benefit Guaranty Corporation (PBGC), Securities and Exchange Commission and Department of Labor, including without limitation Forms 5500 and 5310, summary plan descriptions, summary annual reports, IRS determination letters (for qualified plans), and PBGC reportable events:i. Union-sponsored multiemployer plans,ii. Defined benefit plans,iii. Defined contribution plans including:1. money purchase pension plans,2. profit-sharing plans,3. stock bonus plans,4. employee stock ownership plans, and5. savings or thrift plans,iv. Health and welfare plans, including:1. medical, surgical, hospital or other health care plans or insurance programs including HMOs,2. dental plans,3. short-term disability or sick pay plans or arrangements,4. long-term disability insurance or uninsured arrangements,5. group term or other life or accident insurance,6. unemployment or vacation benefit plans, and7. other welfare plans,v. Nonqualified deferred compensation arrangements including:1. director or officer deferred fee plans,2. excess benefit plans (providing benefits in excess of internal revenue code limitations for qualified plans), and3. severance pay plans,vi. Incentive or bonus plans including:1. stock option plans,2. stock bonus plans,3. stock purchase plans, and4. cash bonus or incentive plans.INSURANCEa. Insurance policies including those covering:i. fire,ii. liability,iii. casualty,iv. life,v. title,vi. workers' compensation,vii. directors' and officers' liability, andviii. any other insured events or matters.b. Claim and loss histories, correspondence with insurance carriers and names of all insurance representatives relating to the foregoing.REAL ESTATE AND EQUIPMENT AND OTHER PERSONAL PROPERTYa. List of real estate (with legal descriptions), equipment and other personal property owned, leased or in the process of being acquired or sold by the Company, with the cost and book value of each item.b. Real estate, equipment and other personal property leases and conditional sale agreements.c. Information relating to title on all property listed in the items above, including motor vehicle title documents.d. Appraisals of real estate, personal property and equipment.GOVERNMENTAL REGULATIONa. Licenses, permits, filings or authorizations obtained from, made with or required by any governmental entity.b. Correspondence with any governmental regulatory authority.c. Accident or injury reports to federal, state, local and foreign governmental entities.LITIGATION AND CLAIMSa. Pending or threatened litigation, regulatory investigations, governmental actions, arbitrations, or notices of violation or possible violation, including proceedings in which the Company is a plaintiff or claimant, and the names and addresses of legal counsel advising or representing the Company in each matter.b. Files and records relating to the foregoing including opinions and evaluations.