This checklist is written for founders raising a round. Acquisition reviews may require additional categories and more extensive documentation; see sell-side due diligence for that side. For how to organize these documents into folders and share them, see how to set up a due diligence data room.

This is a starting checklist for a US-oriented startup fundraise, not a complete legal or accounting review. Your company’s jurisdiction, industry and investor may require additional material, including litigation, regulatory compliance, insurance, cybersecurity or privacy records. Confirm the request list with your advisors.

How to use this checklist

  • Mark each item: for example Ready, Outstanding or Not applicable, with an owner and last-updated date. “Not applicable” is an answer; a blank is a question.
  • Check executed versions and dates. For agreements and approvals that require signatures, check that the executed version is present. For statements, forecasts, registers and schedules, check the reporting date, version and completeness. Mark requested drafts clearly and record any outstanding approval or signature separately.
  • Tie each document to what it supports, such as the grant behind a line on the cap table.
  • Expect the list to grow. Reviewers often add requests during the review.
  • Share sensitive records carefully. Review sensitive records with the appropriate advisor before sharing. Redact unnecessary personal or account details and restrict access to payroll, employee disputes, bank details and potentially privileged material.

The due diligence documents checklist

Use this checklist to prepare your investor data room: each item is a document a reviewer may ask to see. Every deal is different, so add what your reviewer asks for.

Corporate & formation

  • Certificate of incorporation and any amendments
  • Bylaws or operating agreement
  • Board and shareholder minutes and written consents
  • Good-standing certificates and foreign qualifications
  • Org chart and list of subsidiaries

Cap table & equity

  • Current cap table, reconciled to executed documents
  • Stock purchase agreements and share certificates (or ledger)
  • SAFEs, convertible notes and their terms
  • Option plan, grants, vesting schedules and board approvals
  • 409A valuations, if any
  • Prior financing documents and investor rights agreements

Financials & tax

  • Financial statements: P&L, balance sheet and cash flow
  • Monthly or quarterly reporting for recent periods
  • Budget or forecast and key assumptions
  • AR aging and bank statements
  • Federal, state and sales tax filings
  • Debt, loans and other liabilities

Material contracts

  • Top customer and supplier agreements
  • Leases and real estate documents
  • Reseller, distribution and joint venture agreements
  • Loan and security agreements
  • Contracts with change-of-control or assignment clauses

IP assignments

  • Founder and employee invention assignment agreements
  • Contractor IP assignments
  • Patents, trademarks and domain registrations
  • Licenses in and out, including open-source use

Employees & HR (HR due diligence checklist)

  • Employee and contractor list with roles and start dates
  • Offer letters and employment agreements for key people
  • Contractor and consultant agreements
  • Employee handbook and key policies
  • Benefit plan documents and payroll reports
  • Confidentiality and similar agreements
  • Any open employee claims, complaints or disputes

Invention assignments sit in the IP list, and option grants sit in the cap table list, so each document has one home.

What investors look for in each category

  • Corporate & formation: that the company was formed and run properly, with board approval behind major decisions.
  • Cap table & equity: fully diluted ownership that ties to the executed document behind every share, option, SAFE and note. See how to prepare a cap table for due diligence.
  • Financials & tax: statements that tie to bank records and tax filings, and a forecast with its assumptions written down.
  • Material contracts: what the company has committed to, especially terms that change if the company is sold or assigns the contract.
  • IP assignments: that the company owns what it builds, including work by founders and contractors.
  • Employees & HR: who works for the company, on what terms, and whether anyone could claim equity or IP they weren’t documented as having.

Data room checklist vs due diligence checklist

A due diligence checklist is the list of questions and documents a reviewer asks for. A data room checklist tracks which of those documents are already in the room and which are still missing. You can keep one list that does both jobs: the request list, with a status for each item.

Example (illustrative, not a real company)

A founder preparing for a seed extension walks the checklist one category at a time. Most items are in place. Three are not: an option grant has no signed board consent, one contractor agreement has no IP assignment, and the latest tax filing is still with the accountant. The founder raises all three with counsel and the accountant before sharing the room, so the investor can review the prepared records without first asking the founder to locate them.

Where Diligence Ready fits

The diligence room starts from a customizable checklist organized by category. Attach each document to the checklist item or underlying record it supports, and give each item a status and notes.

Keep the room built in the background, so opening it is a permission, not a project. When the term sheet lands, you grant access instead of starting a scramble.

FAQ

What is a due diligence checklist?

It is the list of documents and questions a reviewer works through before an investment, acquisition or loan. For a startup raise, it usually covers corporate records, the cap table, financials and tax, material contracts, IP assignments and employee records.

What documents are needed for due diligence?

Formation documents and board consents, the cap table and the executed equity documents behind it, financial statements and tax filings, key contracts, IP assignments, and employee agreements. The checklist above lists each item.

What is on an HR due diligence checklist?

An employee and contractor list, offer letters and employment agreements, contractor agreements, the handbook and key policies, benefit and payroll records, confidentiality agreements, and any open employee claims.

What should an investor data room checklist include?

The same categories: corporate and formation, cap table and equity, financials and tax, material contracts, IP assignments, and employee records. Mark each item Ready, Outstanding or Not applicable.

What is the difference between a data room checklist and a due diligence checklist?

A due diligence checklist is the list of questions and documents a reviewer asks for. A data room checklist tracks which of those documents are already in the room and which are still missing.

When should I start building a data room?

Before you need it. Starting after the term sheet arrives usually means assembling files under a deadline. Keeping the room current as you work means opening it is a permission, not a project.

Is this checklist for fundraising or for selling a company?

It is written for fundraising. Acquisition reviews may require additional categories and more extensive documentation. See sell-side due diligence.