A due diligence checklist is a list of the documents and questions a buyer reviews before committing to a deal. In Singapore it covers the same broad areas as anywhere else (corporate, financial, tax, commercial, people, property, IP, legal), plus a set of local records that every Singapore buyer and its counsel will ask for.
The checklist below is organised the way a data room should be: numbered sections that match the request list and the warranties in the share purchase agreement. It is written for a private company sale, but the same structure works for a minority investment or an acquisition of assets.
How long Singapore due diligence takes
For a mid-market private deal, plan on four to six weeks to prepare the room and six to ten weeks of due diligence before signing. Smaller deals move faster; SGX-related and regulated deals take longer.
A typical mid-market timeline
- Weeks 1 to 5PreparationCollect records, clean ACRA filings, mask personal data, build the index.
- Weeks 6 to 8First roundShortlisted bidders review core folders and submit questions.
- Weeks 9 to 14ConfirmatoryPreferred bidder gets phase 2 folders; SPA and disclosure letter negotiated.
- Signing to completionConditionsConsents, any CCCS or sector approvals, stamp duty and ACRA filings.
Estimate your timeline
1. Corporate and ACRA records
Buyers compare three sources: what the company says, what ACRA shows and what the signed documents prove. Start here, because gaps are common and fixable.
- Current BizFile business profile for every Singapore entity
- Constitution and all amendments
- Register of members, reconciled with ACRA's electronic register for private companies
- Register of registrable controllers and notices to controllers
- Register of directors and nominee director records
- Share allotments and transfers with resolutions and lodgements
- Minutes and resolutions of directors and members, by year
- Shareholders' agreements and any options or convertibles
- Group structure chart with ownership percentages
Fix before you share
Unlodged allotments, missing resolutions approving share issues, and constitutions that were never updated are the classic Singapore problems. Ratify and lodge before the room opens. A buyer that finds them asks for a special indemnity or a price adjustment. See the Companies Act and ACRA page.
2. Financial information
- Audited financial statements for three years under SFRS or SFRS(I), with auditors’ reports, or the basis for the small company audit exemption.
- Monthly management accounts for the current and previous year.
- Budget and forecast for the current year, with assumptions.
- Quality of earnings analysis or vendor financial due diligence report.
- Net debt and working capital schedules, including leases and related-party balances.
- Bank facilities, security and guarantees.
3. Tax: IRAS and GST
| Area | Documents | What buyers look for |
|---|---|---|
| Corporate income tax | Form C or C-S filings, notices of assessment, computations | Open years, disputes, losses carried forward |
| GST | GST returns, registration, any IRAS reviews | Correct output tax, input tax claims, reverse charge on imported services |
| Withholding tax | Payments to non-residents, filings | Royalties, interest and service fees paid overseas |
| Transfer pricing | Contemporaneous documentation | Intercompany pricing with regional subsidiaries |
| Incentives | Award letters and conditions | Conditions that could be breached by a change of control |
| Stamp duty | Previous share and property transfers | Unstamped or under-stamped documents |
4. People: employment, CPF and work passes
Employment due diligence in Singapore has its own records. Share them in stages, with personal data masked, as explained in our PDPA due diligence guide.
- Headcount by function and location, with turnover
- Payroll summary and salary bands
- CPF contribution records and any arrears
- Work pass holders: Employment Pass, S Pass and Work Permit counts and expiries
- Employment contracts for key staff and standard templates
- Employee handbook and HR policies
- Incentive and share option plans
- Disputes, including TADM and Employment Claims Tribunals matters
5. Commercial contracts
- Top customers and suppliers by revenue or spend, with contracts.
- Change of control, assignment and exclusivity clauses flagged.
- Distribution, agency and franchise agreements.
- Government contracts and GeBIZ awards, with any change of control terms.
- Related-party arrangements.
6. Property and assets
- Leases, including JTC and HDB industrial or commercial tenancies, with assignment conditions.
- Owned property: title, encumbrances, valuations.
- Fixed asset register and insurance.
- Approvals for use, fire safety certificates and temporary occupation permits where relevant.
7. Intellectual property and technology
- IPOS registrations for trademarks, patents and designs, and overseas filings.
- IP assignment agreements from founders, employees and contractors.
- Software licences, open source use and key IT contracts.
- Information security policies and any security incidents.
8. Data protection and compliance
- PDPA policies, data protection officer, breach log and any PDPC correspondence.
- Licences from sector regulators (MAS, SFA, HSA, IMDA or others).
- Anti-bribery and sanctions policies.
- Litigation, claims and letters of demand.
9. Transaction documents
- Process letter and NDA terms.
- Draft share purchase agreement and disclosure letter.
- Q&A log and change log.
Building the data room from the checklist
A Singapore sale room index
- 01 Corporate and ACRARegisters, constitution, resolutions, structure
- 02 FinancialAudited accounts, management accounts, QoE
- 03 TaxIRAS, GST, transfer pricing, incentives
- 04 PeopleMasked census, CPF, work passes, contracts
- 05 CommercialCustomer and supplier contracts
- 06 PropertyLeases, JTC terms, assets
- 07 IP and ITIPOS filings, assignments, security
- 08 CompliancePDPA, licences, litigation
- 09 Regional subsidiariesOne folder set per country
- 10 TransactionSPA drafts, disclosure letter, Q&A
Assign an answerer and a reviewer for each section before the room opens, so questions do not stall:
| Section | Answers on the seller side | Reviews before release |
|---|---|---|
| Corporate and ACRA | Company secretary | Seller counsel |
| Financial | CFO or finance manager | Financial adviser |
| Tax | Tax adviser with the CFO | Seller counsel |
| People | HR lead | Data protection officer |
| Commercial | Sales or operations head | Seller counsel |
| Property, IP, compliance | Operations and legal | Seller counsel |
Size the room before asking for quotes, because some vendors price on volume.
Estimate the size of your room
Turn the checklist into a working data room
- Agree the indexCounsel and the financial adviser approve the numbered structure before uploads start.
- Assign ownersOne person on the seller side owns each section and its Q&A.
- Collect and cleanRemove drafts and duplicates, ratify missing resolutions, mask personal data.
- Upload with structureUse folder upload so numbering is kept.
- Set permissionsPhase 1 for all bidders, phase 2 for the preferred bidder only.
- Run a dry reviewHave someone outside the deal team open the room as a test bidder.
When the index is ready, choose a room that fits the deal. The M&A use case ranks rooms for Singapore sales.
Questions people ask
What documents are needed for due diligence in Singapore?
Corporate and ACRA records, financial statements, IRAS and GST filings, CPF and work pass records, key contracts, leases, IP registrations, PDPA policies, licences and litigation records, plus transaction documents.
How long does due diligence take in Singapore?
For a mid-market private deal, usually six to ten weeks after the room opens, with four to six weeks of preparation before that.
What are the most common Singapore due diligence problems?
Gaps between company registers and ACRA, missing resolutions, GST errors, CPF arrears, work pass issues, unassigned IP and change of control clauses in key contracts.
Do buyers check the register of registrable controllers?
Yes. Buyers confirm the register is kept and lodged, and that it matches the ownership structure.
Is stamp duty part of due diligence?
Buyers check that previous share and property transfers were properly stamped, and plan the 0.2% duty on the share transfer they are buying.