8 questions from the RFI stage, free
These come from the module as sold. The workbook adds follow-ups, a response format, a weight and a score column to each.
1. State the full legal name, jurisdiction of incorporation, registered office address, and company registration number of the entity that will contract with [your organization].
Why it matters. The contracting entity is the legal counterparty that bears liability and obligations. Buyers must verify the entity exists, is in good standing, and is the same entity making sales representations.
- Provides a single, verifiable legal name matching public registries
- Discloses registration number and jurisdiction (e.g. Delaware file number, Companies House number)
- Confirms the entity is in good standing
- Refuses to disclose registration number or jurisdiction
- Uses a trade name without identifying the underlying legal entity
- Entity is newly formed and the vendor does not explain why
2. Describe your ownership structure: identify whether the company is privately held, publicly traded, employee-owned, owned by a parent company, or held by financial sponsors, and name any shareholder holding 10% or more of voting equity.
Why it matters. Ownership shapes incentives, exit horizons, and continuity. Sponsor-owned companies have hold-period dynamics; founder-controlled companies have key-person risk; subsidiaries can be divested. Anti-money-laundering rules commonly set the beneficial-ownership threshold at 25% (FinCEN Customer Due Diligence rule, 31 CFR 1010.230(d)(1); EU Directive 2015/849, Art. 3(6)(a)(i)); the 10% figure here is a lower threshold the buyer chooses.
- Clear category (private, public, PE-backed, subsidiary, etc.)
- Names all 10%+ holders with approximate percentages
- Identifies any controlling shareholder
- Refuses to name material shareholders
- Claims privacy over ownership already shown on a public register (e.g. the UK PSC register)
- Beneficial ownership ends in an opaque holding vehicle
3. Confirm whether the auditor's report on the most recent audited financial statements includes a going-concern section or paragraph (material uncertainty or substantial doubt), an emphasis-of-matter paragraph, or a modified opinion (qualified, adverse or disclaimer of opinion).
Why it matters. A going-concern paragraph is the auditor's own statement of doubt about solvency. ISA 570 (Revised) requires a 'Material Uncertainty Related to Going Concern' section when a material uncertainty exists. When the auditor concludes there is substantial doubt, AICPA AU-C 570 (private companies) requires a separate section headed 'Substantial Doubt About the Entity's Ability to Continue as a Going Concern', and PCAOB AS 2415 (public companies) requires an explanatory paragraph.
- Direct yes/no answer
- If yes, provides the relevant auditor's report text and management response
- References the audit firm and year
- Evasive answer or 'not applicable' without explanation
- Refusal to share auditor's report
- History of going-concern sections or modified opinions without clear resolution
4. Identify the current CEO, CTO/Chief Product Officer, CFO, and CISO (or equivalent roles), including their start date in each role.
Why it matters. Executive tenure is a baseline measure of organizational stability.
- All four roles named with start dates
- Acknowledges any vacant or interim positions
- Tenure consistent with public sources
- Multiple C-suite roles held by the same individual without clear plan to hire
- Recent departures not flagged
- CISO role absent in a company handling customer data
5. List any trade names, brand names, or 'doing business as' (DBA) designations your company uses in market that differ from the legal entity name.
Why it matters. Buyers can encounter vendors under marketing names that do not match the legal contracting entity. Surfacing these aliases prevents confusion during contracting and ensures references and litigation searches cover all relevant names.
- Lists each trade/brand name with the underlying legal entity
- Notes any regional brand differences
- Explains historical names retained for marketing
- Claims no aliases despite public evidence otherwise
- Cannot match marketing brand to a single legal entity
- Frequent unexplained rebranding
6. Identify your ultimate parent company (if any) and confirm whether it is the same legal person as the contracting entity.
Why it matters. Parent-company identity affects sanctions exposure, group-level financial strength, and the practical recourse a buyer has if the contracting subsidiary underperforms.
- Names ultimate parent with jurisdiction
- States whether parent will guarantee the contract
- Discloses any change-of-parent in the last 24 months
- Refuses to identify ultimate parent
- Parent located in a sanctioned or high-risk jurisdiction without mitigation
- Layered holding structure with no operating substance
7. State your most recent full-year revenue and revenue growth rate, indicating whether these figures are audited, reviewed, or management-prepared.
Why it matters. Revenue scale and growth are basic indicators of commercial traction. The distinction between audited, reviewed, and management figures is significant — unaudited figures are not directly comparable to public peers.
- Specific revenue figure with currency and period
- Clear audit/review status
- Growth rate stated on a like-for-like basis
- Refuses to disclose any revenue figure
- Uses ARR or bookings as a proxy without distinguishing from revenue
- Significant divergence from publicly reported figures
8. List all departures from the C-suite, founder team, or board of directors in the last 24 months, including the role and reason for departure where disclosable.
Why it matters. Founder and C-suite departures can signal strategy change, internal disagreement, or financial stress. Surfacing them at RFI is essential because they are easy to omit and difficult for buyers to detect post-hoc.
- Complete list with dates and roles
- Honest characterization of departures (resignation vs termination)
- Explains succession plans
- Denies departures visible in public sources (e.g. LinkedIn, press)
- Cluster of departures around a single event
- Founder departure not mentioned
What the audit changed
A language model drafted these questions and a second model critiqued them. Three audit passes followed and made 194 changes. Three examples:
Wrong or outdated citation
Draft: Beneficial-ownership disclosure thresholds are commonly set at 10% in global financial-crime guidance.
Now: Anti-money-laundering rules commonly set the beneficial-ownership threshold at 25% (FinCEN Customer Due Diligence rule, 31 CFR 1010.230(d)(1); EU Directive 2015/849, Art. 3(6)(a)(i)); the 10% figure here is a lower threshold the buyer chooses.
31 CFR 1010.230(d)(1) names each individual who owns '25 percent or more of the equity interests' (https://www.law.cornell.edu/cfr/text/31/1010.230). Directive (EU) 2015/849 Art. 3(6)(a)(i): 'a shareholding of 25 % plus one share or an ownership interest of more than 25 %' is an indication of direct ownership (https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32015L0849). Regulation (EU) 2024/1624 applies from July 10, 2027 (Art. 90); it keeps the threshold at '25 % or more' (Art. 52(1)) and lets the Commission set a lower threshold, generally no more than 15%, for higher-risk categories of entity (Art. 52(2)) (https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32024R1624). FATF guidance uses 25% as its example. No global guidance sets 10%. (Source corrected in pass 2.)
Wrong or outdated citation
Draft: The 5% threshold is consistent with common foreign-investment review thresholds.
Now: The 5% threshold is a disclosure choice, not a review trigger: UK NSIA mandatory notification starts at more than 25% of shares or votes, and CFIUS has no single percentage trigger.
National Security and Investment Act 2021, s.8: control is gained when shares or voting rights pass more than 25%, more than 50%, or 75% or more, when votes allow passing or blocking a class of resolution, or (s.8(8)) on gaining material influence over policy (https://www.legislation.gov.uk/ukpga/2021/25/section/8). Mandatory notification (s.6, s.14) covers only the share and vote cases, and only for entities in the sectors set by regulations; material influence below 25% can still be called in. CFIUS: a mandatory declaration for a foreign-government-linked investor applies when a foreign person acquires a voting interest of 25% or more in a TID U.S. business and a foreign government holds 49% or more of that foreign person (31 CFR 800.244, 800.401(b), https://www.law.cornell.edu/cfr/text/31/800.244); other covered investments have no fixed percentage. The pass-1 claim that no regime uses 5% was wrong for Australia; see the pass-2 edit to this field. (Source corrected in pass 2.)
Wrong or outdated citation
Draft: If yes, provides the qualification text and management response
Now: If yes, provides the relevant auditor's report text and management response
Matches the reworded question; a going-concern section is not a qualification.
