Data Room Checklist (Legal, Fundraising,
Financial and Technical)

Filed with Delaware Secretary of State. Confirms legal existence of the C-Corp.

Governs internal operations, board structure, officer roles, and meeting procedures.

Initial written consent adopting bylaws and appointing initial directors.

Approves stock plan, officer appointments, bank account, and other organizational matters.

Ratifies actions taken by the initial board, elects directors.

Covers all co-founders. Must include vesting schedule (typically 4yr / 1yr cliff) and repurchase rights.

Each founder assigns pre-incorporation IP to the company. Critical for Series A diligence.

Certificate of Authority filed in home state (e.g., California). Required if you have employees there.

Contractual commitment by the company to indemnify directors and officers against claims arising from their role. Standard expectation of any investor or board member joining the company.

Written consent of stockholders approving key corporate actions (e.g., equity plan adoption, financing rounds). Confirms proper stockholder authorization alongside board consents.

Includes founders, investors, option pool, SAFEs (post-money). Maintained in Pulley, Carta, or equivalent.

Record of all shares issued, including certificate numbers and dates.

Required for each equity award (options and restricted stock). Documents board approval, strike price or purchase price, and grant date.

Board-approved plan governing all option grants. Must precede any grant issuance.

Required before granting stock options. Sets the FMV / strike price. Refreshed every 12 months or after a priced round.

Executed option agreement for each grantee, referencing the equity plan.

Restricted Stock Agreements (founders, early employees) or RSU agreements. Must include vesting schedule, repurchase rights, and for RSAs, 83(b) election filing.

Collect all executed instruments across every round: SAFEs (incl. SAFE Preferred), Convertible Notes, and priced round documents (Series Seed Preferred Stock Purchase Agreement, Series A SPA, etc.). Include side letters, MFN provisions, and any amendments. Investors will want a complete, chronological picture of every dollar in.

Authorizes each SAFE or convertible note issuance. Required for clean diligence trail.

SEC filing required within 15 days of first sale of securities. State Blue Sky filings may also apply.

25102(o) required if company has an equity incentive plan with CA-resident participants. 25102(f) required for stock issuances to CA residents outside the plan. Commonly missed — check with your attorney.

Grants investors the right to require the company to register their shares. Standard in priced rounds (Series Seed, Series A). Include all versions if amended.

Governs how stockholders must vote on key decisions including M&A. Required in any priced round. Investors will check for drag-along provisions before signing.

Include title, compensation, equity terms, at-will language, and IP/confidentiality acknowledgment.

Every employee and contractor must sign. Assigns work product to the company.

All signed agreements with contractors, consultants, and advisors. Must include IP assignment clause and, for advisors, vesting schedule and equity terms (FAST or equivalent). Missing IP assignment is a common diligence gap.

Summary of all outstanding obligations to employees — unpaid salary, accrued vacation, and pending expense reimbursements. Investors treat these as hidden liabilities if undisclosed.

Signed offer letters, CIAA/PIIA, and any separation agreements from departed employees. Confirms IP was properly assigned even by those who have left.

Federal Employer Identification Number. Required for banking, payroll, and tax filings.

Must be filed within 30 days of stock issuance. Retain IRS-stamped copy. Missing this is the #1 diligence red flag.

Corporate income tax returns filed with the IRS. Investors typically request the last 2–3 years, or all years if the company is early-stage.

Annual report and franchise tax payment filed with the Delaware Division of Corporations. Confirm no outstanding balance — delinquency can block a closing.

Corporate tax filings in the state where the company is registered to do business (e.g., California Form 100). Include all years since incorporation.

Quarterly federal and state payroll tax returns. Required if the company has had W-2 employees at any point.

Qualified Small Business Stock eligibility documentation. Investors increasingly ask for this at seed — it affects their tax treatment. Include informal self-attestation if a formal 3rd-party letter is not yet available.

Covers roles, decision-making, IP ownership, and what happens if a co-founder leaves.

Collect all actually signed NDAs, not just the template. Investors may ask which parties have seen confidential information and under what agreement.

Framework agreement governing commercial relationships with customers or vendors. Defines liability, IP ownership, payment terms, and termination rights.

Any revenue-bearing contracts, LOIs, or pilot agreements. Key for Series A traction story.

Required if collecting user data. Must comply with CCPA/GDPR as applicable.

Board resolution authorizing bank account. Usually Mercury or SVB for startups.

Any USPTO provisional or utility filings and copyright registrations.

USPTO filings for company name, logo, and product marks. Include status (pending/registered), filing dates, and any international filings (Madrid Protocol). Investors flag unprotected brand assets as a risk.

Directors & Officers liability coverage. Often required before institutional investors join the board.

Any pending or threatened claims, cease-and-desist letters, or regulatory inquiries.

If a founder developed related IP while employed elsewhere, a release or clearance letter reduces risk.

Current version of the deck. Should be consistent with all financial and legal documents in the data room. Investors cross-reference claims made here against actuals.

Standalone 1-page overview of the company, traction, team, and ask. Used for warm intros and initial outreach before sharing the full deck.

If received, include the most recent term sheet. Helps co-investors understand deal structure and align on valuation and terms.

Summary of all prior rounds: amounts raised, dates, lead investors, and instrument used (SAFE, note, priced round). Should map to cap table and funding instruments.

Tracker of investors in the current raise: status (intro, meeting, term sheet, passed). Helps lead investors gauge momentum and social proof.

Overview of potential acquirers, comparable exits in the space, and strategic rationale. Signals to investors that founders have thought through liquidity paths.

Monthly P&L, balance sheet, and cash flow statement — trailing 12–24 months minimum. Investors expect all three. If audited, include audit report.

3–5 year model with revenue, burn, and headcount assumptions. Should map to the pitch deck narrative. Include a 12-month operating budget.

Explains material line items, one-time charges, deferred revenue, or any accounting policy decisions investors may question.

Accounting system used (QuickBooks, Pilot, etc.), bookkeeper or CFO, payroll provider, and any outstanding reconciliation issues.

All outstanding loans, credit lines, equipment leases, or guarantees. Include any venture debt. Investors need to understand all liabilities before pricing the round.

Monthly recurring revenue, churn, CAC, LTV, and any other core business metrics. Should be consistent with pitch deck claims.

Shows transparency and discipline. Investors use these to verify narrative consistency between what founders said then vs. now.

Plain-language description of the tech stack, infrastructure, and architecture. Should cover frontend, backend, database, hosting, and key third-party dependencies. Investors at Series A increasingly request this before a technical DD call.

12–18 month roadmap with key milestones, features, and dependencies. Should map to the fundraise use-of-proceeds narrative in the pitch deck.

Recorded walkthrough or screenshots of the live product. Helps investors who haven't seen a live demo review asynchronously. Keep it under 5 minutes if a video.

Any SOC 2, ISO 27001, HIPAA, or other certifications or attestations. If not yet certified, describe current security practices. Increasingly important for B2B SaaS deals.