What venture investors request before they sign a term sheet and before closing – organised as a numbered investor data room you can prepare before the first meeting.
Startup due diligence happens in two stages. Before a term sheet, investors want enough to form a view: the deck, the key metrics, the cap table, the model and a sense of the team and market. After a term sheet, the lead investor's lawyers run confirmatory due diligence on the company's legal records, IP and prior financings before the deal documents are signed.
The first stage is about conviction, the second about clean paperwork – and the second is where avoidable delays happen. Missing IP assignments from a co-founder, unsigned option grants or a SAFE that converts differently than the founders thought can hold up a closing for weeks. The folders follow the fundraising list in our free due diligence checklist tool, extended with the items lawyers ask for at seed through Series B.
A practical approach is to build the data room once and open it in layers. Share the deck and a short metrics folder with every investor you talk to, open the financial model and customer details to investors who are seriously engaged, and give the lead investor's lawyers the full legal folders after the term sheet. Tracking who opened what tells you which investors are actually doing the work.
Numbered like a data room index: use the sections as folders and keep the numbers in file names.
The CSV opens in Excel, Numbers or Google Sheets. A practical starting point – adapt it to your deal and jurisdiction with your advisers.
Venture capital partners and analysts before the term sheet; the lead investor's lawyers for confirmatory legal due diligence; some funds also run technical or reference checks with customers.
Pre-term-sheet diligence can take days to several weeks; confirmatory due diligence and legal documents after the term sheet commonly take 3–6 weeks.
Team, market, product and traction before the term sheet; then the cap table, prior financings, corporate records, IP ownership, key contracts, employment and compliance in confirmatory legal due diligence.
Before the first investor meetings. Share the deck and a light folder with metrics early, and open the full legal folders to the lead investor after the term sheet.
The deck, cap table, incorporation documents, any SAFEs or notes, a simple model and KPIs, founder agreements and IP assignments, and key customer contracts. Seed investors rarely need more than that.
Yes. With a tracked link or data room you see who opened which document and how long they spent on each page, which helps prioritise follow-ups.
Most VCs will not sign an NDA for a first look at a deck. For the detailed data room after a term sheet, a confidentiality undertaking is common, and a click-through NDA in the data room is accepted by many investors.