01
Corporate ownership and authority
Confirm the legal entity, jurisdiction and date of incorporation, share capital, current shareholders, directors, beneficial owners, corporate records, signing authority, and authority to sell. Define whether the transaction is a share purchase or an asset transaction and identify what remains with the seller.
02
FINTRAC position
Check the public registry record and the underlying information supplied by the seller. Review status, dates, registered services, business address, operating names, and whether required information has been kept current. Registry visibility is evidence of the public status shown; it is not an endorsement of the company or the proposed acquisition.
03
Bank of Canada position
Determine whether the company is registered, has an application under review, has not applied, or has a documented basis for being outside scope for its current activities. Then assess the buyer's proposed activities. A pending application is not registration granted.
04
Financial, tax, and operating history
Review financial statements, bank statements where applicable, tax records, liabilities, litigation, complaints, transaction records, regulatory correspondence, and reporting history. If the seller states that the company has never operated, verify what “never operated” means and check for nontransaction obligations.
05
Banking, providers, and technology
List every claimed bank account, safeguarding arrangement, payment provider, exchange, wallet, compliance vendor, domain, application, API, contract, and software license. Confirm ownership, transferability, counterparty consent, fees, reserves, termination rights, and whether the buyer must complete fresh onboarding.
06
Transaction conditions and handover
Set out the price, included assets, exclusions, seller warranties, disclosure process, conditions before closing, responsibility for filings, access handover, records retention, transition support, and remedies if a material representation is incorrect.