Diligence arrives fast, a term sheet, an inbound offer, a lender’s request, and the companies that close cleanly are the ones that already have the documents, numbers, and trail in order. Readiness isn’t a sprint at the end; it’s a habit you keep in the background.
The core checklist
- Corporate & formation: incorporation, bylaws, board consents
- Cap table & equity: reconciled and versioned
- Financials & tax: statements and returns, kept current
- Material contracts: customers, vendors, partners
- IP assignments: the company owns what it builds
- Employment & equity docs: offer letters, option grants, vesting
- Board minutes & consents: the governance record
Start with the cap table
Everything keys off it. A cap table that ties out and is versioned is the foundation. If the ownership numbers don’t tie out, nothing downstream will either.
For a step-by-step walkthrough, see how to prepare a cap table for due diligence.
Link documents to records
Tie each file to the transaction or stakeholder it supports, so nothing is orphaned when a reviewer asks “where’s the agreement behind this line?” That single habit turns a data room from a folder dump into something you can defend.
Maintain, don’t cram
Keep the checklist current as you go, and opening a data room becomes a permission you grant rather than a weekend you lose. Readiness is the standard, not a fire drill.