Anchored to UK statute - reviewed 21 June 2026
The UK M&A due diligence checklist a corp-dev director can lift straight into an IC pack.
Direct answer
An M&A due diligence checklist for a UK lower-mid-market deal contains roughly 236 clause-numbered investigations across 14 workstreams - corporate, financial, tax, commercial, legal, employment, data privacy, IT, regulatory, real estate, environmental, insurance, ECCTA fraud and ESG - statute-anchored to CA 2006, ECCTA 2023, NSI Act 2021 and the regulator handbooks.
Live preview - Schedule I Corporate
Open full Schedule ->- I.1Obtain certificate of incorporation and any change-of-name certificates from Companies House.[Companies House]Severity B
- I.2Review current articles of association and prior versions adopted within the last six years.[CA 2006 s.18]Severity A
- I.3Confirm registered office, registered email and any change history.[CA 2006 s.86]Severity C
- I.4Review statutory registers (members, PSC, directors, secretaries, charges).[CA 2006 s.113]Severity A
- I.5Verify PSC register against the Companies House public record and identify any discrepancies.[ECCTA 2023 Part 1]Severity A
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The appendix library
Schedules I to XIV
Each Schedule mirrors how a UK SPA annex is laid out: clause-numbered investigations, severity-graded, statute-cited. Click through to the clauses you need.
Schedule I
Corporate
Constitution, share capital, registers, beneficial ownership and Companies House compliance.
24 clauses
Schedule II
Financial
Trading performance, quality of earnings, working capital and net-debt definition.
25 clauses
Schedule III
Tax
Corporation tax, VAT, PAYE/NIC, SDLT, ERS, R&D claims.
22 clauses
Schedule IV
Commercial
Customers, contracts, pipeline, market and competitive position.
20 clauses
Schedule V
Legal
Litigation, IP, material contracts, regulatory consents.
18 clauses
Schedule VI
Employment
Workforce, contracts, TUPE, pensions, employment-related securities.
20 clauses
Schedule VII
Data privacy
UK GDPR / DPA 2018 / DUAA 2025 compliance, ICO fee, international transfers.
16 clauses
Schedule VIII
IT and cyber
Infrastructure, application inventory, cyber posture, security incidents.
18 clauses
Schedule IX
Regulatory
NSI Act, CMA thresholds, FCA change-of-control, sector regulators.
15 clauses
Schedule X
Real estate
Freehold and leasehold property, dilapidations, change-of-control.
14 clauses
Schedule XI
Environmental
Contaminated land, permits, ESA, waste.
12 clauses
Schedule XII
Insurance
PI, PL, EL, D&O, cyber, property and W&I procurement.
10 clauses
Schedule XIII
ECCTA fraud and anti-bribery
ECCTA 2023 failure-to-prevent-fraud offence (in force 1 Sep 2025), Bribery Act 2010 s.
12 clauses
Schedule XIV
ESG
Modern Slavery, SECR, supply-chain due diligence, board diversity.
10 clauses
Faceted checklists
By transaction type
Buy-side checklist
Acquirer perspective: deal-killer screens before exchange.
Sell-side / VDD checklist
Vendor due diligence pack to pre-empt price chips.
Share-purchase asks
Historic-liability and tax-deed scope for share deals.
Asset-purchase asks
TUPE, novation and landlord-consent overlay.
Quality-of-earnings (QoE-light)
Trimmed financial DD scope for sub-£10m EV.
Sector cuts
SaaS, FS, healthcare, construction, pro-services, manufacturing.
Quote-only, no rate cards
Adviser directory
Eight UK transaction-services houses across Big Four and Tier-2. Fees are quote-only by industry practice; we cite the firm's own published service page only.
Source-of-record, fees, timeline
Reference
This page is anchored to UK primary legislation and named regulator guidance only. Not legal advice. Confirm position with your appointed adviser before signing.