When you raise a round, sell the company, or take on a loan, the other side’s advisors need to review your documents — incorporation papers, the cap table, financials, key contracts, IP assignments, and more. A data room (often a “virtual data room,” or VDR) is where you share them: organized by category, access-controlled per person, and logged — rather than scattered across email attachments.
What goes inside
A well-structured room mirrors the diligence checklist. A typical index looks like:
- Corporate & formation — certificate of incorporation, bylaws, board consents
- Cap table & equity — the fully-diluted cap table, option grants, SAFEs and notes
- Financials & tax — statements, returns, and supporting schedules
- Material contracts — customer, vendor, and partnership agreements
- IP assignments — proof the company owns what it builds
Why not just a shared folder
A generic file share quietly leaks control. Links get forwarded, you can’t tell who viewed what, and you can’t cut someone off once they’re in. A real data room gives each recipient their own access, watermarks every document with the viewer’s identity, and records every open.
Keeping control of what you share
The protections that matter most in practice:
- Per-recipient links plus a one-time code, so a forwarded link is useless to anyone else
- Identity watermarking on every page a guest views
- Downloads off by default, controllable per guest
- Immediate revocation — access ends the moment you say so, even mid-session
- An access log of who opened which document, and when
How to open one in a day
The fastest rooms are the ones already assembled. Keep the diligence checklist current, link each document to the record it supports, and opening the room becomes a permission you grant — not a project you start. That’s the difference between closing on momentum and losing weeks to a scramble.