Investor data room. What to include for diligence.
Investors expect a data room: an organized collection of corporate documents, financials, cap table, contracts, IP, and team information that supports their diligence. A clean, organized data room speeds the diligence process and signals professionalism. This checklist covers the standard contents.
Start here.
Articles of Incorporation, Bylaws, all amendments, board minutes, written consents.
Up-to-date cap table with all grants, vesting, and exercise records.
Income statement, balance sheet, cash flow for last 12-36 months. Year-end statements.
Customer contracts, vendor contracts, leases, employment agreements, IP licenses.
IP assignments, patent applications, trademarks. Employee/contractor IP assignments.
The full picture.
Corporate Documents
Articles of Incorporation (filed and certified copies). Bylaws and amendments. All board minutes and written consents. All shareholder consents. Stock ledger and issuance documentation. Section 83(b) elections for founders and early employees. Any amendments to bylaws or articles.
Cap Table and Equity Documents
Current cap table showing all shareholders, share classes, vesting status, options outstanding. Stock Purchase Agreements (each founder and material employee). Stock Option Plan documents. Form 83(b) elections. Any RSU agreements. Investor Rights Agreements, Voting Agreements, ROFR Agreements from prior rounds.
Financial Statements
Income statement, balance sheet, cash flow for last 12-36 months (depending on stage). Audited statements if available (post-Series A typical). Internal management dashboards. Bookings vs revenue tracking (for SaaS). Cohort analysis (for product). Most recent monthly or quarterly statements.
Tax Filings
Last 3 years federal tax returns (Form 1120 for C-Corp; 1065 for LLC; 1120-S for S-Corp). State tax filings. Payroll tax filings (Form 941, 940). Sales tax registrations.
Customer Contracts
Top 10 customer contracts by revenue. MSAs and material SOWs. Any contracts with change-of-control provisions. Customer churn analysis.
Vendor and Partnership Contracts
Material vendor contracts. Partnership agreements. Reseller agreements. Manufacturing or supply agreements (for physical product).
Leases and Real Estate
Office lease(s). Equipment leases. Vehicle leases. Real property owned.
Employment Documents
Offer letters and employment agreements for all employees. IP assignment agreements. Contractor agreements with IP assignment. Employee handbook. Compensation analysis. Stock option grant records.
IP
Patent applications and granted patents. Trademark applications and registrations. Copyright registrations (if any). IP assignment confirmations. Open-source software inventory and licenses.
Compliance
State business registrations. Sales tax permits. Employer registrations. Business licenses. SOC 2 audit reports (for B2B). HIPAA BAA documentation (for healthcare).
Litigation and Risks
Pending litigation or threatened claims. Compliance issues. Regulatory matters. Workforce disputes.
Common questions.
When should I build the data room?
Where should I host it?
What format should documents be?
How long does an investor take in the data room?
What if information is incomplete?
Do I need an audit?
Confidentiality?
How current does it need to be?
Founder-ready foundation.
Form your entity, get the EIN, set up banking, manage the cap table, file BOI. All in one place.
Educational guide. Specific situations require professional legal and tax advice.
On the $129/yr Compliance Annual Filings plan, we cover state late fees.
When you autofile your annual report through the $129/yr plan and we miss the deadline, we pay the state's late fee. The guarantee applies to that specific plan and the filings it includes. Other File.Business services are billed at the prices on this page.