Due diligence timeline calculator.
Diligence after a term sheet tends to take three to five weeks at pre-seed and seed and two to three months from Series B on, and an unprepared data room can double that. A seed company that is 60% ready with four open issues should plan for about nine weeks, or 63 days, to close.
Weeks to close
9 weeks
- Base weeks for the round
- 5 weeks
- Added for missing documents
- 2 weeks
- Added for open issues
- 2 weeks
- Calendar days
- 63
Indicative result from the numbers you enter. Not financial, tax or legal advice.
How it is calculated.
- Base weeks by round: 3 for pre-seed, 5 for seed, 8 for Series A, 12 for Series B and later. These are our planning assumptions, not a rule.
- Readiness delay = base weeks x (100 - readiness) / 100, so a room at 0% ready doubles the base.
- Issue delay = open issues x half a week.
- Weeks to close = base + readiness delay + issue delay; calendar days = weeks x 7, rounded.
Worked example.
Seed round, room 60% ready, four open issues
| Step | Working |
|---|---|
| Base weeks (seed) | 5 weeks |
| Readiness delay | 5 x (100 - 60) / 100 = 2 weeks |
| Issue delay | 4 x 0.5 = 2 weeks |
| Weeks to close | 5 + 2 + 2 = 9 weeks, about 63 days |
Where the weeks go.
After a term sheet, the lead investor and its counsel check what you told them in the pitch: the cap table, IP ownership, key contracts, financials and any litigation. At the same time both sides draft the financing documents. Diligence is often the slower of the two tracks.
At pre-seed and seed with standard documents, legal work can be light and a clean room closes in a few weeks. At Series A the lead usually wants a full legal and financial review, and from Series B on expect customer calls, a security review and sometimes an outside accounting check.
What slows a close.
The common delays are paperwork that should have been done years earlier: founder IP assignments signed after the fact, option grants without board approval, SAFEs missing from the cap table, an 83(b) election nobody can find. Each one needs a fix, a lawyer and often a signature from someone who has left.
Slow answers are the other cause. If questions sit in an inbox for a week, the timeline stretches by a week. A data room with a Q&A log and clear owners for each folder keeps the back and forth short.
How to use the number.
Plan cash so the company can wait out the slower end of the estimate. Then work the inputs: every point of readiness you add before the term sheet takes days off the close, and fixing an open issue early costs less than fixing it under deadline.
Common mistakes.
- Assuming the close happens the week the term sheet is signed.
- Rating the room as ready because files exist, when half of them are outdated drafts.
- Leaving known issues for counsel to find instead of disclosing them with a fix plan.
- Planning payroll and hiring on the optimistic date rather than the realistic one.