What a data room checklist is for
A due diligence checklist is the list of documents a reviewer asks for. A data room checklist tracks which of those documents are already in the room and which are still missing. For the full request list, start with the due diligence checklist. If you need the basics first, read what a data room is.
This page assumes the room exists. For the folders, permissions and sharing steps, see how to set up the data room.
The checklist, folder by folder
Give every item one status: Ready, Missing or Out of date. Add an owner and a last-checked date. A blank is a question a reviewer will ask.
01 Company
| Item | Status |
|---|---|
| Certificate of incorporation and amendments | Ready / Missing / Out of date |
| Bylaws or operating agreement | Ready / Missing / Out of date |
| Board and shareholder minutes and written consents | Ready / Missing / Out of date |
| Good-standing certificates | Ready / Missing / Out of date |
| Org chart and list of subsidiaries | Ready / Missing / Out of date |
| Pitch deck and company overview | Ready / Missing / Out of date |
02 Cap table and equity
| Item | Status |
|---|---|
| Current cap table, fully diluted, tied to executed documents | Ready / Missing / Out of date |
| Stock purchase agreements and certificates or ledger | Ready / Missing / Out of date |
| SAFEs and convertible notes | Ready / Missing / Out of date |
| Option plan, grants, vesting schedules and board approvals | Ready / Missing / Out of date |
| 409A valuations, if any | Ready / Missing / Out of date |
| Prior financing documents and investor rights agreements | Ready / Missing / Out of date |
Before this folder opens, get the cap table ready.
03 Financials
| Item | Status |
|---|---|
| P&L, balance sheet and cash flow statement | Ready / Missing / Out of date |
| Monthly or quarterly reporting for recent periods | Ready / Missing / Out of date |
| Budget or forecast with key assumptions | Ready / Missing / Out of date |
| Bank statements and AR aging | Ready / Missing / Out of date |
| Tax filings | Ready / Missing / Out of date |
| Debt and other liabilities | Ready / Missing / Out of date |
04 Customers and contracts
| Item | Status |
|---|---|
| Top customer agreements | Ready / Missing / Out of date |
| Key supplier and vendor agreements | Ready / Missing / Out of date |
| Leases | Ready / Missing / Out of date |
| Loan and security agreements | Ready / Missing / Out of date |
| Contracts with change-of-control or assignment terms, flagged | Ready / Missing / Out of date |
05 Product, tech and IP
| Item | Status |
|---|---|
| IP assignment agreements from founders, employees and contractors | Ready / Missing / Out of date |
| Patents, trademarks and domain registrations | Ready / Missing / Out of date |
| Licences for third-party and open-source software | Ready / Missing / Out of date |
| Product overview or architecture summary | Ready / Missing / Out of date |
06 Team and HR
| Item | Status |
|---|---|
| Employee and contractor list | Ready / Missing / Out of date |
| Offer letters and employment agreements | Ready / Missing / Out of date |
| Contractor agreements | Ready / Missing / Out of date |
| Confidentiality agreements | Ready / Missing / Out of date |
| Handbook and key policies | Ready / Missing / Out of date |
07 Legal and compliance
| Item | Status |
|---|---|
| Open or threatened litigation | Ready / Missing / Out of date |
| Permits and licences | Ready / Missing / Out of date |
| Privacy policy and data processing terms | Ready / Missing / Out of date |
| Insurance policies | Ready / Missing / Out of date |
08 Q&A log
| Item | Status |
|---|---|
| Each question asked, who asked, the answer and the file it points to | Ready / Missing / Out of date |
"Not applicable" is a fine answer. Write it down so nobody asks twice. Every deal is different, so add what your reviewer requests. This is a starting list, not legal or accounting advice. Confirm the request list with your advisors.
Track every folder as ready or missing, for free. Start on the Founders tier.
What to share before the term sheet vs after
You do not need to open every folder on day one. Stage access.
| Stage | What to share |
|---|---|
| Before a term sheet | Company overview, pitch deck, summary financials, a summary cap table |
| After a term sheet | The full folders: executed equity documents, contracts, IP assignments, HR records, tax filings |
| Late in the process | The most sensitive records, such as payroll detail, open disputes and bank details, after review with your advisors |
Give access per person. Note who saw what, and when.
File names and versions that survive a review
- Start every file with its folder number and a date:
02_Option-plan_2026-03-14.pdf. - Keep one final version in the room. Move drafts out.
- Upload executed copies, not unsigned drafts, for anything that needs signatures.
- Match the names on the index to the names on the files.
- Date statements, forecasts and registers by their reporting date.
Building the room in Google Drive
Many founders start with a data room in Google Drive. That is a sensible first step.
A simple folder template
- One top-level folder for the round.
- Eight subfolders, numbered 01 to 08 as above.
- One index file at the top that lists every item and its status.
Sharing settings to check
- Share folders with named people, not with anyone who has the link.
- Turn off downloads for reviewers where you can.
- Remove access when a reviewer is done.
Where Drive alone runs short
- A folder does not tell you what is missing. You keep the status by hand in the index.
- The status drifts as files change.
- Sharing a folder shares every file and subfolder inside it, so one misplaced file goes out with the rest.
Diligence Ready works with the storage you already use. Your documents stay in your Google Drive or OneDrive. Investors open them in the app, PDFs carry their name and email as a watermark, and they never get a link into your Drive.
Common gaps founders find late
- IP assignments. A founder, early employee or contractor never signed one.
- Unsigned board consents. An option grant or a SAFE was approved by email, not in writing.
- A cap table that does not match. The spreadsheet says one number, the executed documents say another.
- Expired or missing good-standing certificates.
- Customer contracts with change-of-control terms nobody flagged.
Each one is easier to fix before a reviewer finds it.
Keeping the room current after the round
Closing the round is a good time to reset, not to stop.
- Once a month, add new board consents, grants and contracts.
- Refresh the financials when the month closes.
- Re-check every item marked Out of date.
- Keep the Q&A log. The next round's reviewers may ask many of the same questions.
FAQ
How many folders should a data room have?
Enough that a reviewer can find each document without asking. Most rooms group files by diligence category. The eight folders above are a starting point. Add or merge folders to fit your company.
What is the difference between a data room checklist and a due diligence checklist?
A due diligence checklist is the list of documents a reviewer asks for. A data room checklist tracks which of those documents are in the room and which are still missing.
Can I build a data room in Google Drive?
Yes. Use numbered folders, share them with named people, and keep a status index. The limit is that Drive does not track what is missing for you.
What goes in a startup data room before a term sheet?
A company overview, pitch deck, summary financials and a summary cap table. Share the full folders after the term sheet.