What is a data room and what goes into it?

Buyers cannot pay a price on trust. During due diligence they test what the information memorandum said against actual papers. A tidy data room makes that checking quick, and an untidy one invites doubt about the whole business.

Common folders

• Corporate: incorporation papers, shareholding records, board and shareholder resolutions, statutory registers.
• Financial: audited statements, management accounts, budgets, debt and security details.
• Tax: returns, assessment orders, GST and withholding tax records, pending notices.
• Commercial: major customer and supplier contracts, order book, pricing terms.
• People: key employment agreements, organisation chart, benefit and statutory dues records.
• Assets and property: title papers, leases, plant and equipment lists, insurance.
• Licences and compliance: permits, registrations, environmental and safety approvals.
• Disputes: litigation summaries, notices received, settlement papers.

How to run it well

Prepare an index first, then place files in logical order with clear names. Control who sees what: early-stage buyers may get a limited view, while final bidders see commercially sensitive items such as pricing and customer names. Keep an access log, and remove or redact personal data where it is not needed.

Assign one person to handle buyer questions and keep a record of what was disclosed, because the sale agreement may rely on it.