Reverse Merger Due Diligence Preparation
A practical checklist to get organized before you complete the Online Reverse Merger Due Diligence Intake.
Reverse merger due diligence preparation helps a Nevada holding company (the Buyer) acquire a Florida operating company (the Target) with clean governance, documented authority, and a bankable profile for onboarding.
Hot topics covered: Nevada holdco formation, acquisition documentation inputs, cap table cleanup, signatory authority, IP and goodwill assignment schedule, contract migration list, KYC bankability package, underwriting inputs, royalty tracking definition.
Plain-English goal: You are building a documented snapshot of (1) who controls the Buyer, (2) who owns each entity, (3) who can sign, (4) what is being acquired from the Target, and (5) what must be assigned or migrated to Nevada so the operating story and the evidence match.
Reference links (external):
Nevada NRS 92A (mergers and exchanges) |
Nevada NRS 78 (corporations) |
Florida 48.193 (long-arm statute)
Features Account:
What this Online Intake does (plain English):
- Collects facts needed to coordinate Nevada holdco formation, acquisition documentation, and authority records.
- Organizes owners, officers, and signing authority so governance and banking documents match reality.
- Builds schedules for cap table, IP and goodwill, and contract migration so assignments are not guessed.
- Validates bank profile by capturing KYC and underwriting friction so gaps can be closed before onboarding.
- Creates an audit trail using electronic signature, date/time, and IP capture.
- Supports document uploads at the right step, so records stay attached to the correct section.
Before you click “Apply,” do this first (10 minutes):
- Set aside 45-90 minutes (longer if you have multiple entities, many contracts, or unresolved banking issues).
- Create one folder on your computer called: Reverse_Merger_Due_Diligence
- Create subfolders (copy and paste from the list below).
- Put every file you plan to upload into one of those folders first.
Folder names (copy and paste):
Reverse_Merger_Due_Diligence 1_Entity_Filings 2_Ownership_CapTable 3_Governance_Authority 4_IP_Goodwill 5_Contracts 6_Banking_KYC 7_Financials_Underwriting 8_Royalty_Module 9_Other_Notes
Simple file naming (copy and paste format):
- Format: ProjectName_Party_DocumentType_YYYY-MM
- Parties: use NV_Buyer for the Nevada holding company and FL_Target for the Florida operating company.
Examples (copy and paste):
ProjectName_FL_Target_ArticlesOrCertificate_YYYY-MM.pdf ProjectName_FL_Target_AnnualReport_YYYY.pdf ProjectName_FL_Target_EIN_CP575_or_147C.pdf ProjectName_FL_Target_Bylaws_or_OperatingAgreement.pdf ProjectName_FL_Target_Resolutions_Minutes.pdf ProjectName_FL_Target_CapTable.xlsx ProjectName_NV_Buyer_ArticlesOrCertificate_YYYY-MM.pdf ProjectName_NV_Buyer_RegisteredAgent_Receipt.pdf ProjectName_NV_Buyer_OrganizationalMinutes_YYYY-MM.pdf ProjectName_NV_Buyer_StockLedger.xlsx ProjectName_NV_Buyer_BankResolution_SignatoryMatrix.pdf ProjectName_IP_Assignment_Schedule.xlsx ProjectName_Contracts_MaterialContracts_List.xlsx ProjectName_BankStatements_12Months.pdf ProjectName_MerchantStatements_12Months.pdf ProjectName_PL_YTD.pdf ProjectName_CashFlow_Monthly.pdf ProjectName_DebtSchedule.xlsx
Quick tip: If a document is paper-only, scan it into a PDF before you start. Combine multi-page papers into one PDF whenever possible.
Fast reality check: If you can answer these 6 questions, your reverse merger due diligence preparation is already strong:
- What is the exact legal name, entity type, and state for each entity in scope?
- Who are the owners and what are the shares or units today?
- Who are the officers/directors/managers and who has signing authority?
- What contracts must move to Nevada, and do any require consent?
- What IP, templates, work product, and goodwill must be assigned to Nevada?
- What bank profile issues (KYC or underwriting) must be resolved to be bankable?
More Features
1) Entity records (have these ready)
- Articles/certificate of formation for each entity.
- Current annual report, statement of information, or proof of good standing (if available).
- Registered agent details, principal office address, and EIN confirmation (CP 575 or IRS 147C).
2) Ownership and cap table (merge-ready)
- Share ledger or membership ledger and certificates (if maintained).
- Cap table spreadsheet with percentages, classes, and notes.
- Any notes, liens, buy-sell terms, or transfer restrictions (if applicable).
3) Governance and authority (bankable operations)
- Bylaws (corporation) or operating agreement (LLC).
- Officer/director/manager appointments and basic minutes or resolutions.
- Bank resolution packet and signatory matrix (or the bank format, if provided).
4) IP and goodwill transfer schedule
- Domain list, website assets, CRM workflows, SOPs, templates, scripts, disclosures.
- Any trademarks, copyrights, licenses, or proof of ownership (if any).
- A simple spreadsheet schedule of what transfers to Nevada.
5) Contract migration checklist
- Customer agreement templates and key vendor agreements.
- Processor, banking, or platform contracts that affect payment flow.
- Notes on assignment clauses and whether consent is required.
6) Bankability and KYC readiness
- List of business bank accounts and authorized signers.
- Copy and paste any KYC requests, declines, or exception reasons from banks or processors.
- If underwriting is requested: 12 months statements, P&L, and cash flow summary.
7) Royalty module tracking (if applicable)
- Define what counts as one file for counting.
- Define the invoicing cadence and who validates counts.
8) Protect access to your records
- Use a secure password vault for state portals, banking, CRM, and domain registrar access.
- Store your organized due diligence folder in a secure folder with controlled sharing permissions.
Uploads – Where You Will Upload Documents Inside the Online Form
Upload size guidance: scan at about 150 DPI, use black-and-white when possible, and combine multi-page documents into one PDF.
- Upload Step A: Entity formation and status
- Formation, annual report or good standing, EIN confirmation, registered agent receipt
- Upload Step B: Ownership and governance evidence
- Cap table, ledgers, certificates, minutes, resolutions, signatory matrix
- Upload Step C: Contracts and IP support
- Customer templates, vendor agreements, processor contracts, domain proofs, SOPs
- Upload Step D: Bankability and underwriting inputs
- Bank statements, merchant statements, P&L, cash flow, debt schedule
Recommended upload settings: Max 10 files per upload field, Max 20MB per file, types: pdf, doc, docx, xls, xlsx, csv, jpg, jpeg, png. If your WordPress maximum upload is lower, match WordPress.
Start the Online Reverse Merger Due Diligence Intake
When you are ready, complete the form below. If you need time to gather documents, use the “Save and Continue Later” option.
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Prepared Records = Faster Drafts
If you have entity filings, cap table basics, governance authority, IP and contract lists, and bank profile records ready, your reverse merger due diligence preparation work can move forward without delays.
Reverse Merger Documentation Services
Use the intake to route your work into the correct workflow: governance, acquisition documentation, IP transfer, and bankability.
