Legal preparation for tech companies: governance, contracts, and compliance before due diligence

In a sale process, the buyer does not want surprises, hidden nuances or unforeseen risks. That is why the legal area becomes one of the silent pillars of business value in an M&A process. After advising hundreds of technology companies on company salesprocesses, we have observed that sometimes a lack of preparation in legal matters can destroy the value of the company.

Being prepared means having a clear corporate structure, impeccable corporate records, and a contractual ecosystem with no loose ends. From shareholder agreements to employment contracts and software licences, every document matters. A missing signature, a verbal agreement, or a non-existent document can become contingencies that slow down, delay, or cheapen a transaction.

In the legal sphere, preparation is not just about meeting requirements: it is about protecting the value that the company has generated over the years. Organisations that are well organised at the start of a process convey solidity, professionalism and long-term vision. And that, in the eyes of a buyer, translates into trust.

Cómo preparar la documentación para la venta de tu empresa tecnológica

Step 1: Organise and review contracts

The starting point is a comprehensive review of the company's legal framework.

• Have you compiled and reviewed all relevant contracts (customers, suppliers, leases, loans)?
• Have you identified any change of control clauses or required consents?

Create a digital repository that includes all critical supplier contracts, leases, loans and credit lines, enterprise software licences, and distribution or partnership agreements. Systematically identify and document clauses that may impact the transaction.

Step 2: Litigation and tenders

Pending litigation can reduce the value of the company, while transparency and proactive management are essential. All litigation, claims or administrative investigations must be clearly identified and documented.

• Have you identified any pending litigation, disputes or regulatory investigations?
• Have you documented your exposure and resolution plans?

Transparency at this stage is key. Buyers understand that any company can face disputes; what they will not tolerate are opaque or poorly managed risks. Thoroughly document all active litigation, ongoing regulatory investigations, pending labour claims, and disputes with customers or suppliers. Prioritise the resolution of minor disputes before the sale process. Consider mediation for commercial disputes, settlement agreements for labour claims, and payment plans for disputes with suppliers.

Step 3: Ensure labour compliance

Revisa la naturaleza jurídica de todas las relaciones profesionales. En el sector tecnológico, el 30% de las empresas tienen riesgos por falsos autónomos mal documentados.

• Do you comply with labour regulations (no bogus self-employment, consistent with HR compliance)?

Implement a verification protocol that includes an analysis of actual autonomy vs. subordination for freelancers, a review of commercial vs. employment contracts, documentation of schedules, tools, and workplace, and an analysis of exclusivity and economic dependence. In the tech sector, intellectual property is a core asset. Any breach in ownership directly compromises the value of the company.

Step 4: Optimise corporate governance and cap table

Poor governance can prolong the sale process, so advance preparation is crucial.

• Are your corporate and governance documents (articles of association, books and minutes) up to date?
• Do you have updated partnership agreements, such as rights of first refusal or preference?
• Do you have the cap table signed?
• Does it include all duly documented issues, options and warrants ?

Ensure that all company books are up to date and legalised; also review and update other documents such as the articles of association, shareholders' agreements, current powers of attorney and authorisations, family protocols and board regulations.

Step 5: Ensure regulatory compliance

Technology companies often operate under specific regulatory frameworks. It is essential to ensure compliance with data protection regulations, sector-specific requirements (e.g., fintech, healthcare, AI, cybersecurity), export controls, technical certifications, and other requirements.

• Do you comply with industry-specific regulations and licences (data protection, export control, etc.)?

These areas are often scrutinised by buyers, especially in highly regulated markets.

Legal preparation as a competitive advantage

In our experience, companies that are better prepared legally not only close deals faster, but also do so on better terms. Legal preparation is not an expense, it is an investment in maximising exit value.

The message to buyers must be clear: professionally managed company, risks identified and mitigated, and impeccable documentation ready for review. In a market where a large proportion of transactions fall through or are renegotiated due to legal issues, preparation makes the difference between a successful sale and a missed opportunity.

Start today with a basic legal audit. Identify your main gaps and establish a plan. Remember that in M&A, legal issues do not appear, they are discovered. If you need help assessing your legal readiness, our team of technology M&A specialists can perform a detailed diagnosis of your current situation with no obligation.