Investor Due Diligence & Audit Master Guide

Startup Compliance Due Diligence Guide

Use this educational guide to prepare corporate and compliance materials for qualified professional review before a transaction.

Cap Table vs MCA SyncConditions Precedent (CPs)Professional review
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Deal Blockers

Common items to review before a funding round

Each transaction has its own diligence scope. These are practical starting points to discuss with company counsel and other qualified advisers.

Red Flag 01

Missed Annual FLA Returns

Review whether the company has outstanding foreign assets or liabilities and whether FLA reporting applied for the relevant years.

Red Flag 02

Cap Table vs. MCA Discrepancy

Shares allocated on cap table spreadsheets that were never formally recorded with the ROC via Form PAS-3 and MGT-14 or without authorized capital increase (SH-7).

Red Flag 03

Unfiled Form DPT-3

Review the nature of outstanding loans or receipts and confirm DPT-3 applicability with a Company Secretary or other qualified professional.

Red Flag 04

Deactivated Director DINs

Founders who missed annual DIR-3 KYC deadlines finding their DINs deactivated right when signing shareholder agreements or board resolutions.

Red Flag 05

Unverified GSTR-2B Mismatches

Large accumulated input tax credits on books that are unsupported by supplier GSTR-1 filings, representing latent tax liabilities and interest exposure.

Current LanceIQ scope

MCA and GST Monitoring

LanceIQ provides MCA and GST monitoring and prepares evidence for professional review. Contact us to discuss additional support.

Preparation principles

Keep diligence material organised

Traditional startups scramble to pull receipts, reconstruct board resolutions, and chase former accountants whenever an audit or investment round approaches.

Keep filing acknowledgements, board and shareholder approvals, statutory registers, tax records, and material contracts together. Have a qualified professional assess the material before presenting it in a transaction.

Corporate records Tax records Professional review
Verified Diligence Room
Status: CLEAN
ROC Annual Filings (AOC-4 / MGT-7)VERIFIED (SRN attached)
Director Status & KYC (Rule 12A)ALL DINs ACTIVE
FEMA / RBI Filings (FC-GPR / FLA)VERIFIED (FLA filed Jul 15)
Direct Tax Audit (S.44AB & ITR-6)CURRENT
Court-record search0 ADVERSE ORDERS

FAQ

Startup Diligence FAQ

What do venture capital investors and law firms examine during legal compliance due diligence?+

During legal and statutory due diligence (DD), investor counsel reviews: (1) Corporate standing: Certificate of Incorporation, Memorandum and Articles of Association (MoA/AoA), board meeting minutes, and annual ROC filings (AOC-4 and MGT-7), (2) Capital structure: Cap table reconciliation against MCA Form PAS-3 and MGT-14, SH-4 share transfer deeds, and statutory share registers, (3) FEMA / RBI compliance: Form FC-GPR filing receipts, Foreign Inward Remittance Certificates (FIRC), valuation reports, and annual FLA returns, (4) Tax compliance: Corporate ITRs, 26AS/AIS reconciliation, and GST filing regularity, and (5) Litigation searches across High Courts, District Courts, and NCLT.

What are common items to review before a funding round?+

A transaction-specific review often considers corporate records, capitalisation and statutory registers, material agreements, tax filings, foreign-investment reporting where applicable, and disclosed disputes. The scope is set by the investor and counsel, so a qualified professional should confirm the checklist.

How should founders prepare for due diligence?+

Maintain organised corporate, tax, financial, investment, and material-contract records. Reconcile the cap table and statutory registers, retain filing acknowledgements, and ask a qualified professional to review gaps before sharing materials.

Can I discuss due-diligence support with LanceIQ?+

LanceIQ currently provides MCA and GST monitoring, counterparty Deep Reports, and evidence preparation for professional review. Contact LanceIQ to discuss the current scope and any partner-professional support.

Be Ready When Investors Request Your Diligence Room

Put your company on watch today. Start accumulating an evidence-backed compliance record that accelerates your next funding round.