You cannot imagine my shock when I received this text from a colleague that I had just seen days earlier at a conference. I immediately called to see if everyone was alright, which they were, but the fire spared nothing. Everything in the office had been destroyed; nothing of significance survived. Beyond the furniture and computer hardware, all the pictures, awards, accomplishments, art, and personal mementos were gone. Thankfully, many of the consultants worked on laptops, so they were able to continue to work. But all the administration team that regularly came into the office were at a total loss.
Thankfully, they had backups and infrastructure already in the cloud!
Yes, most of us have moved our most important systems to the cloud: accounting, HR, ticketing, and sales and marketing. However, if you have been in business for over 10 + years, there is a good chance that there are a ton of paper files that were not transferred into something like SharePoint, DropBox or other cloud data repositories. Or they were moved into a storage facility that could also potentially go up in flames or be destroyed by other natural causes (like hurricanes, tornados, or floods, which are frankly more common than a fire).
While the crucial documents such as HR and payroll, NDA’s, customer contracts, leases, and invoices are often stored online, there a few items that most everyone has on paper because that is how they originated. And the longer you have been in business, the more of these you are likely to have.
After dealing with insurance and immediately reordering hardware, my colleague’s attention went to which documents were burned that were not stored in the cloud and that would be time consuming or difficult to replace. So, at their request, I pulled together a list of typical documents from my due diligence list that they might need to hunt down.
Trust me, I am as guilty as everyone, because I can guarantee you a few of these have never made it past paper in my office. Whether you are planning on selling soon or not, take a moment to locate these and store them in the cloud if you haven’t already.
Here are the 6 documents that are most likely to NOT be stored in the cloud (but need to be):
- Incorporation Documents or Corporate Book – These hold all your stock certificates and shares outstanding. This may also contain your articles of incorporation and corporate bylaws or operating agreements. If you one day plan on a stock sale, you will not only need to hand these over physically to the buyer, but also need the contents for legal due diligence.
- Original Lease Agreements or Building Purchase Agreements – If you have been leasing for more than three years, you probably have amendments as well. And these are likely all to be on paper stored somewhere in a file. These could be a little challenging to get copies of if the building has been sold since you have leased it, or if you have multiple lease amendments. If you purchased your building, well there are all those original purchase documents that are always in paper. Keep in mind that this might also include the purchase of autos, as well as the pink slips associated with their ownership
- Original Trademark or Copyright Agreements: Patents are included here as well, but most people don’t have those. Trademark and copyrights are very common, though, and typically arrive in the mail in a nice big envelope from the registrar’s office. Getting a replica sent requires you to have the official number associated with either the trademark or copyright.
- Offer Letters, NDA’s, Background Checks, etc.: Many of us have had long-time employees who have been with the company around 15+ years. Back then, we typically did everything on paper, so those original files are very likely gone. While it may be time to redo these anyway, NDA’s can be difficult to get resigned from past independent contractors and developers who may have created some of your corporate IP.
- Property Tax or Other Smaller Returns: Sure, we all probably have the last 3 – 5 years’ corporate tax, sales tax and payroll tax returns because we or our accountants file those online. But what about some of the other smaller compliance returns? Property tax returns for many states are still filed out manually or just recently moved online.
- Lawsuits or Other Legal Documents: Whether you have initiated or been a part of a lawsuit in the last 3 – 5 years, every prospective buyer will want to see these as part of their due diligence process. Again, these are usually all on paper, although the final settlement can sometimes be found online.
While all of these documents can be reordered or recreated, it is a painful, time-consuming process. Now, after reading this article, you can spare yourself the agony and hunt these down today to make sure they’re scanned and uploaded to the cloud.
My colleague and I did end our call with a good laugh and an upside to it all. At least now, when they do eventually sell their company, they will have less “stuff” to pack and get rid of. When you have been in business for over 10+ years, that “stuff” does tend to accumulate, doesn’t it!
*For a more complete list of due diligence items you will need for a sale, you can download it here.