# What investors will ask you for The data room, assembled before you need it: what goes in, what the common gaps are, and which ones quietly cost you the round. _Version 1.0 · last reviewed 19 September 2026 · /funding/pitch/data-room-readiness_ Diligence rarely kills a deal outright. It kills deals by taking three weeks longer than it should, while the investor's enthusiasm decays and a competing opportunity arrives. Almost all of that delay is founders assembling documents that should already have existed. Build this once, keep it current, and the weeks between a verbal yes and a signature stop being the dangerous part of the process. ## Corporate The dullest section and the one that most often contains the expensive surprise. - [ ] **A current cap table, fully diluted, including options and convertibles.** _(Must have)_ - Why: Fully diluted is the number that matters and the one founders most often do not have to hand. Every convertible and SAFE has to be modelled at conversion, not listed as a line. - Have ready: A spreadsheet showing every holder, class, option pool, and each convertible with its cap, discount and maturity. - What weakens it: Only the headline ownership; Convertibles listed without terms; Option pool unallocated and unmodelled - Answer: - [ ] **Incorporation documents, articles, and every shareholder agreement.** _(Must have)_ - Why: Rights granted in an early round — veto rights, anti-dilution, a board seat given informally — constrain what you can agree now, and the new investor will read them even if you have not lately. - Have ready: Articles as filed, all shareholder and subscription agreements, and any side letters. - What weakens it: Side letters nobody remembers agreeing; Articles not matching the cap table; Missing signatures - Answer: - [ ] **Board minutes and written resolutions since incorporation.** _(Expected)_ - Why: Share issues, option grants and borrowing usually require a resolution. Where one is missing, the action may be voidable — which is fixable, but only if it is found before the term sheet, not after. - Have ready: A complete, dated set. - What weakens it: Gaps of a year or more; Share issues with no matching resolution - Answer: - [ ] **Founder service agreements, vesting and any departed-founder settlement.** _(Must have)_ - Why: A departed founder holding a large stake with no vesting is the single most common deal-stopper at seed, and it cannot be fixed quickly because it needs their agreement. - Have ready: Each founder's agreement with vesting terms, and a written settlement for anyone who has left. - What weakens it: No vesting; A departed founder still holding fully vested equity; Nothing in writing with a co-founder - Answer: ## Intellectual property and people - [ ] **Written IP assignment from every person who has written code or made designs.** _(Must have)_ - Why: This is the one to check first, because it is the hardest to fix late. A contractor with no written assignment may still own what they built, and finding them years later to sign is nobody's idea of a good week. - Have ready: Signed assignments from every employee, contractor and agency, including the earliest ones. - What weakens it: Early contractors with nothing signed; An agency whose contract is silent on IP; Work done before incorporation - Answer: - [ ] **A dependency list with licences.** _(Expected)_ - Why: A copyleft licence deep in a product you distribute can carry obligations that change what you can sell. It is routine to check and awkward to discover afterwards. - Have ready: A generated dependency list with licences, and a note on anything copyleft. - What weakens it: No list; Licences never reviewed - Answer: - [ ] **Employment contracts, the current team list, and anyone engaged as a contractor.** _(Expected)_ - Why: Long-running full-time contractors attract misclassification risk in many jurisdictions, and an acquirer or investor will price it. - Have ready: Contracts, start dates, and the engagement model for each person. - What weakens it: Full-time contractors with no written terms; Key people on rolling informal arrangements - Answer: - [ ] **Any registered trademarks, and a check that your name is actually free where you trade.** _(Nice to have)_ - Why: A rebrand forced after a round is expensive and entirely avoidable by looking early. - Have ready: Registrations or applications, and a search in each market you sell in. - What weakens it: Never searched; A conflicting mark in a core market - Answer: ## Financial - [ ] **Monthly management accounts since you started trading.** _(Must have)_ - Why: Investors read the shape, not the totals, and the shape is only visible monthly. Annual figures hide the months that explain the business. - Have ready: Monthly profit and loss, balance sheet and cash position, consistent throughout. - What weakens it: Only annual accounts; Definitions changing part-way; Gaps around a difficult period - Answer: - [ ] **A financial model whose assumptions are visible and editable.** _(Must have)_ - Why: Nobody believes a five-year forecast. What is being judged is whether your assumptions are sane and whether you know which one the whole thing depends on. - Have ready: A model with assumptions on their own sheet, and a note on the one that matters most. - What weakens it: Hard-coded growth rates; Assumptions buried in formulas; No scenario where things go slowly - Answer: - [ ] **Revenue by customer and by month, with contract terms.** _(Must have)_ - Why: Concentration is the point of this one. A business where two customers are most of revenue is a different risk, and hiding it only delays the conversation. - Have ready: A per-customer, per-month table, with start dates, terms and notice periods. - What weakens it: Revenue only in aggregate; Concentration unmentioned; Pilots counted as recurring revenue - Answer: - [ ] **Current cash, monthly burn, and the date the money runs out.** _(Must have)_ - Why: It is the first thing asked and the answer must be a date. A founder without one is telling the investor something they did not mean to. - Have ready: Cash on hand, net monthly burn, and the runway date under the current plan. - What weakens it: Burn stated gross rather than net; No date; Runway under six months at the start of a raise - Answer: - [ ] **Every loan, grant, lease and repayment obligation.** _(Expected)_ - Why: Grants often carry conditions — where the work is done, what happens on a change of control — that survive the money and bind the company. - Have ready: Each agreement with its terms and any conditions that outlive the funding. - What weakens it: A grant with change-of-control conditions nobody has read; Director loans undocumented - Answer: ## Commercial and compliance - [ ] **Your standard customer contract, and every contract that deviates from it.** _(Must have)_ - Why: The exceptions are the interesting part: an uncapped liability, an unusual termination right, or a most-favoured-nation clause granted to land an early logo. - Have ready: The template, plus every signed variant, flagged where it differs. - What weakens it: Uncapped liability; Perpetual discounts; No written contract with a major customer - Answer: - [ ] **Your privacy notice, processing records, DPAs and sub-processor list.** _(Expected)_ - Why: If you handle personal data this will be asked, and it is far quicker to produce than to write under time pressure. Our supplier-side privacy checklist is the same ground from the other direction. - Have ready: The notice, records of processing, signed DPAs both ways, and a current sub-processor list. - What weakens it: No records of processing; DPAs signed with customers but not with your own suppliers - Answer: - [ ] **Whatever you have on security: policies, test reports, certifications in progress.** _(Nice to have)_ - Why: Nobody expects a seed company to be certified. They do expect you to know what you have not done and to have a view on when. - Have ready: Current policies, any test report, and a plan with dates. - What weakens it: Certification claimed but not held; No view on what comes next - Answer: - [ ] **Any dispute, claim or threatened claim, however small.** _(Must have)_ - Why: Disclosed early it is a manageable item. Found in diligence it becomes a question about what else was not mentioned, which is far more damaging than the dispute. - Have ready: A short written note on each, with status. - What weakens it: Anything the investor finds that you did not raise - Answer: --- General guidance, not legal, security or financial advice. It does not replace your own advisers. Maintained by TrustList.