When you are raising money or selling a business, one of the first documents the other side sends over is a due diligence request list, and having a due diligence request list template UK founders and dealmakers can start from turns a daunting demand into a manageable checklist. A due diligence request list (sometimes called a DD request list or an information request list) is the itemised set of documents and information a buyer, investor or their advisers want to review before a transaction. It is worth being clear from the outset about what this document is: unlike a contract, it has no legal effect of its own. It is an organisational tool, a structured list, not a binding agreement. This guide explains what a UK due diligence request list should cover and how to draft one from a vetted template in 99 Data Rooms, then use it to build the room the documents actually live in. It is general information, not legal advice.
The people who reach for this are founders preparing to raise or sell and the dealmakers running sell-side or vendor diligence. For a founder, the request list is often the moment the raise gets real: dozens of documents, across corporate, financial, legal and commercial categories, all needed at once. For a dealmaker, a good list is the backbone of an orderly process. Either way, starting from a solid, vetted structure beats improvising one under deal pressure, and if you are still choosing where the documents will sit, our guides to the best investor data room in the UK and the best fundraising data room in the UK are a useful companion to this one.
What a UK due diligence request list should cover
A comprehensive request list is organised into sections so that nothing important is missed and the responding side can divide the work. The 99 Data Rooms template is built as a ten-section list covering the ground a UK transaction typically touches. In practice that means corporate and constitutional documents, certificate of incorporation, articles of association, statutory registers, share capital history and cap table, sit near the top, because the buyer needs to understand exactly what they are acquiring and who owns it. Financial information follows: statutory accounts, management accounts, forecasts, tax filings and details of any debt or security.
From there a well-structured list works through the commercial and legal substance of the business. It asks for material contracts with customers and suppliers, employment and consultancy arrangements, and details of any pensions or share schemes. It covers intellectual property, registrations, assignments and licences, which is exactly where a missing IP assignment surfaces, along with data protection and regulatory compliance, given how central UK GDPR is to most modern businesses. It asks about property and leases, insurance, and any litigation or disputes, current or threatened. The point of the ten-section structure is coverage: each heading prompts the responding side to gather a coherent bundle rather than a scatter of files, and it gives the reviewing side a clear map of what they have and what is still outstanding. For a smaller transaction, our guide to the best data room for M&A under £30m in the UK shows how the same structure scales down.
Because the list itself carries no legal effect, the care goes into completeness and clarity rather than clause drafting. A good request list is specific enough that the other side knows what is actually wanted, and structured enough that responses can be tracked. What it is not is a substitute for the underlying legal documents, the contracts, assignments and resolutions the list asks for still need to exist and to stand on their own. Where investor materials sit alongside the request list, a properly drafted investor disclaimer under FSMA s.21 and a mutual NDA are the sort of documents the list assumes are already in place. This is general information, not legal advice, and a transaction of any size is one to run with professional advisers.
How to draft one in 99 Data Rooms
In the 99 Data Rooms drafter, the "Legal Drafting" feature, the Due Diligence Request List sits in the "Investor Ready" cluster of the template library. As with everything in the library, the assistant selects vetted England and Wales content by ID from your answers and assembles the document; it does not invent wording. Vetted content, assembled, which, for a request list, means you start from a structure that reflects how UK diligence is actually run rather than a half-remembered list from the last deal.
You can open the template or describe the situation in plain words, "due diligence request list for a seed raise" or "sell-side DD list for a trade sale", and the assistant tailors the ten sections to the transaction. It saves the draft free for you to keep. Treat it as a strong starting point that you and your advisers refine for the specific deal; this is general information, not legal advice.
From list to a live, tracked diligence room
Here the journey looks a little different from a contract, and it is worth being honest about that: a request list is not something you sign, it is something you act on. Its natural home in 99 Data Rooms is the room it helps you build. Once you have the list, you gather the documents it calls for into a data room, the product's core container, turning a scatter of loose files into one organised space with a single secure link. Because the room is where genuinely sensitive material sits, you gate it: require a verified email and a one-time code, and on the Business tier require the other side to accept an NDA before anything opens, so your financials and contracts are behind a confidentiality step from the start.
You then share the room as a tracked, revocable link, one per buyer or investor, rather than emailing files around. Page-by-page analytics show you which parties are actually working through the material and which have gone quiet, with the honest split between a raw visit and a verified viewer who passed the gate; in a competitive process that is real intelligence about who is serious. On the Business tier you can watermark each viewer's copy so a leak in a live deal is traceable. As documents are corrected mid-process you can swap a file behind the same link without reissuing it, and the individual agreements the list asked for, an NDA, an IP assignment, the sale documents themselves, can be signed inside the same platform, each with an audit certificate. When the deal completes or falls through, one click revokes access to the whole room. Drafted, gathered, gated, tracked, signed where it counts, and revocable, the request list is where that journey begins.
Build your diligence room for free
You can draft a due diligence request list from a vetted UK structure in 99 Data Rooms, keep the draft, and use it to build a gated, tracked diligence room in the same place. The free tier is a genuine tier, not a trial: three rooms, twenty-five active links, forever, no card required, enough to structure a first raise before you upgrade for NDA gating, watermarking or unlimited links. Start for free: it is in beta and improving fast, and the path from "here's what they've asked for" to an orderly, controlled data room already works end to end.
Sources
- A due diligence request list is an organisational tool with no legal effect of its own; the legal weight sits in the underlying documents (contracts, assignments, resolutions) it asks for. No statute governs the list itself, so this section carries only the general-information note below.
Is a due diligence request list a legally binding document?
No. A due diligence request list is an organisational tool that sets out the documents and information a buyer or investor wants to review; it has no legal effect of its own. The legal weight sits in the underlying documents it asks for. This is general information, not legal advice.
What should a UK due diligence request list include?
A typical list is organised into sections covering corporate and constitutional documents, financials and tax, material contracts, employment, intellectual property, data protection and regulatory compliance, property, insurance, and litigation or disputes. The 99 Data Rooms template uses a ten-section structure to cover this ground. The exact emphasis varies by deal.
Do I need a data room for due diligence?
You do not strictly need one, but a data room makes diligence far more orderly than emailing files: it gives the other side one organised, navigable place and gives you one place to control access and see engagement. In 99 Data Rooms you can build the room directly from the documents the request list calls for, gate it, and track who reads what.
How is a request list different from the documents it asks for?
The request list is the index; the documents are the substance. The list tells everyone what to gather and review, but the contracts, accounts, assignments and resolutions still have to exist and stand on their own. A missing document, an unsigned IP assignment, say, shows up precisely because the list asked for it.
Can I control who sees the diligence documents?
Yes. Once the documents are in a room you can require a verified email and one-time code to open it, add NDA acceptance on the Business tier, watermark each viewer's copy, track engagement page by page, and revoke access in one click when the process ends. That control is the whole point of using a room rather than email.