Skip to content
Compare Find a data room

M&A and transactions

Data room for sell-side due diligence in Singapore

Short answerSell-side due diligence means the seller reviews its own business and builds the data room before buyers arrive. In Singapore that usually covers vendor financial and tax due diligence, a clean-up of ACRA records and contracts, and masking personal data so the room is ready on launch day.

How it works in Singapore

Sellers usually start two to four months before the process launches. The aim is to find problems first and decide how to disclose them. An engineering firm in Tuas that discovers an expired licence or an unlodged share allotment can fix it quietly; the same issue found by a bidder becomes a price discussion.

The working team is small: the CFO, the company secretary, outside counsel, an accounting firm preparing vendor due diligence reports and the financial adviser. The room starts as a private workspace for that team and opens to buyers only once the index is complete.

Common Singapore clean-up items are ACRA filings, director and shareholder resolutions, employment contracts for foreign staff on work passes, GST compliance and customer contracts that need consent on a change of control.

Best data rooms for sell-side due diligence

Our five measures re-weighted for this use case, with a small bonus for rooms built for it. Prices before 9% GST.

  1. 1 Ellty ~S$191/mo 9.4 Visit Ellty
  2. 2 iDeals On quote 8.9
  3. 3 Datasite On quote 8.7
  4. 4 Ansarada On quote 8.6
  5. 5 Firmex On quote 8.4
  6. 6 Drooms On quote 8.4
  7. 7 Intralinks On quote 8.3
  8. 8 SmartRoom On quote 8.2
  9. 9 DealRoom On quote 8.0
  10. 10 CapLinked ~S$382/mo 8.0
21%Security23%Deal tools22%Permissions18%Ease of use16%Cost

Folder index for sell-side due diligence

01
Read meIndex, process rules, contacts and a glossary of internal terms.
02
Vendor due diligenceFinancial, tax and legal VDD reports with reliance terms for the final buyer.
03
Corporate clean-upUpdated registers, ratifying resolutions, current BizFile profile.
04
FinancialsAudited accounts, management accounts, budget and forecast.
05
CommercialCustomer and supplier contracts, revenue by customer, pipeline.
06
PeopleAnonymised census, key contracts, work pass list, CPF compliance.
07
TaxTax returns, GST returns, IRAS correspondence.
08
Legal and complianceLicences, litigation, PDPA policies.
09
Phase 2Named HR files, customer pricing and other material for the preferred bidder only.

Singapore rules that apply

PDPA

Only share personal data that buyers need to evaluate the deal, and only in a form they need. Prepare anonymised versions for early rounds.

Companies Act records

Make sure registers, minutes and lodgements are complete and match ACRA before buyers compare them.

Competition law

If a likely bidder is a competitor, keep current pricing and customer terms for a clean team.

More detail: PDPA, Companies Act and ACRA.

Features you need

FeatureWhy it matters hereRooms in our top 10 that list it
View and download controlEach file can be set to view-only, print or download, and the setting can be changed later.10 of 10
Dynamic watermarksThe reader's name, email and time are stamped across each page as it opens, so a photographed page can be traced.10 of 10
Audit trailTime-stamped history of who opened, printed or downloaded each document, exportable for a dispute, insurer or regulator.10 of 10
Folder uploadA whole folder tree goes up in one drag, keeping its numbering.10 of 10

How to set it up

  1. Run the internal reviewWork through a due diligence checklist with counsel and the accountants before any buyer sees the business.
  2. Fix what can be fixedLodge missing filings, sign ratifying resolutions, renew licences and paper informal arrangements.
  3. Prepare redacted versionsCreate anonymised staff and customer data for the first round, with full versions held back.
  4. Build the indexUse a numbered index that mirrors the buyer's request list.
  5. Stage accessSet phase 1 and phase 2 folders so the preferred bidder gets more at the right time.

Mistakes to avoid

  • Starting the room in the week of launch, so bidders find empty folders.
  • Not giving VDD providers time to finish before bidders arrive.
  • Releasing customer pricing to all bidders in the first round.

Questions people ask

Is vendor due diligence common in Singapore?

Yes, especially in competitive sales run by advisers. A financial VDD report and often a tax and legal report help bidders move faster and reduce surprises.

When should the seller open the room to buyers?

After the index is complete and redactions are done, usually when shortlisted bidders sign NDAs for the second round.

Should the VDD reports go in the room?

Yes, in their own folder, with reliance letters arranged for the final buyer.