What documents go in a startup data room?

Corporate records, the cap table and every SAFE or note, financials and metrics, product and security documents, IP assignments, customer and supplier contracts, people files and any legal matters. This checklist holds 97 items in 11 folders, each marked with the stage where investors start asking for it.

How many documents does a seed data room need?

About 45 items on this list apply by the seed stage. Many founders start with the pre-seed set of 15 and add the rest as a lead fund sends its request list.

Does the checklist save my progress?

Yes, ticks are stored in your browser on this device only. Nothing is sent to us. Use the print button for a paper copy.

In what order should the folders go?

Number them in the order an investor reads: company, cap table, financials, metrics, product, IP, contracts, people, legal. A numbered index keeps the sort the same for every reader.

Startup Data Room Checklist by Stage (2026): Pre-Seed to Series B

01 Corporate records.

Proof that the company was formed properly, is in good standing and made its big decisions the right way.

Certificate of incorporation with every amendmentShows the legal entity investors are buying into and the share classes it is allowed to issue. Pre-seed
Current bylawsSets how the board and stockholders vote, which the new financing documents must fit around. Pre-seed
Incorporator and initial board consentsConfirms directors were properly appointed and founder shares were properly issued at formation. Pre-seed
Board minutes and written consents since formationEvery share issue, option grant and financing needs board approval; gaps have to be ratified before closing. Seed
Stockholder consents and meeting recordsCharter changes and some financings need stockholder approval, and counsel checks it was given. Seed
Certificate of good standing from the state of incorporationA lapsed filing or unpaid franchise tax can block a closing until fixed. Series A
Foreign qualifications in states where you have staff or officesDoing business in a state without registering creates tax and penalty exposure. Series A
Entity chart with every subsidiary and its ownershipInvestors need to know where IP, staff and revenue actually sit in the group. Series A
Records of any holding company flip or reorganizationA flip from a foreign parent into a US company has tax and share exchange steps that must be complete. Series A

02 Cap table and financing.

Who owns what, on which terms, and every document that backs each line of the cap table.

Fully diluted cap table, tied to signed documentsThe price per share in the round is set on this table, so every line must match a signed instrument. Pre-seed
Founder stock purchase agreements with vesting termsInvestors check that founder shares vest, so a departing founder does not keep a large unearned stake. Pre-seed
Filed 83(b) elections with proof of mailingA missing 83(b) can mean a large personal tax bill for founders as shares vest, and it cannot be filed late. Pre-seed
Every SAFE and convertible note, with side lettersConverting instruments change the post-money cap table; side letters can add pro rata or information rights. Pre-seed
Pro forma cap table showing the new round and all conversionsLets the lead check its stake, the pool top-up and how SAFEs and notes convert. Seed
Equity incentive plan and the board and stockholder approvalsOptions granted outside an approved plan, or above the share reserve, need fixing before closing. Seed
Option grant ledger with every grant notice and exerciseCounsel ties each option to a board approval, a strike price and a signed notice. Seed
Documents from every prior priced roundEarlier investor rights, such as preferences, vetoes and pro rata, carry into the new round. Seed
409A valuation reportsOptions priced below fair market value create tax penalties for employees; investors check the safe harbor. Series A
Form D and state securities filingsShows past fundraising followed the exemption rules, so earlier investors cannot claim rescission. Series A
Records of any secondary sales, transfers and repurchasesTransfers must follow the right of first refusal and transfer limits in the company documents. Series B and later

03 Financials.

The numbers behind the valuation: historical results, the plan for the money, and what the company owes.

Monthly profit and loss statements, last 12 to 24 monthsInvestors rebuild growth and burn from monthly figures rather than the deck summary. Seed
Balance sheet and monthly cash balanceShows cash on hand, payables and deferred revenue, which together set real runway. Seed
Financial model with stated assumptionsLets investors test the plan by changing hiring, pricing and conversion inputs. Seed
Use of funds and milestones for this roundTies the raise to what the company will prove before it needs the next round. Pre-seed
Budget for the next 12 to 24 monthsCompares planned spending with the cash being raised and shows the runway it buys. Seed
Bank statements matching the reported cashA quick check that the books and the bank agree. Series A
Federal and state tax returns and franchise tax filingsUnfiled returns and unpaid franchise tax become liabilities the investor inherits. Series A
Sales tax and nexus reviewSoftware sold across states can create sales tax duties that build up quietly. Series A
Loans, venture debt, credit lines and liensLenders may hold security over assets or need consent before a new financing. Series A
Accounts receivable and payable agingOld receivables can mean revenue that will never be collected. Series A
Audited or reviewed annual financial statementsLarger rounds and most acquirers expect an outside accountant to have checked the numbers. Series B and later
Quality of earnings reportBuyers and growth funds use it to separate recurring earnings from one-off items. Series B and later

04 Metrics and KPIs.

The operating numbers that explain the financials, each with a written definition.

One-page KPI summary with definitionsGives investors one agreed version of each number before they dig into raw data. Pre-seed
MRR or ARR bridge by month: new, expansion, contraction, churnShows where growth comes from and how much leaks out. Seed
Cohort retention tables by signup monthTells investors whether newer customers stay longer or shorter than older ones. Seed
CAC, payback and gross margin by channelShows whether the growth plan can be paid for at a sensible cost. Series A
Revenue by customer, top 20A large share of revenue from a few accounts is a risk investors price in. Series A
Sales pipeline with stage, value and expected closeLets investors test the next two quarters of the revenue plan. Series A
Product usage and engagement dataUsage often moves before revenue, so it shows where retention is heading. Seed
Burn multiple and net revenue retention historyTwo figures growth investors use to compare capital efficiency across companies. Series B and later

05 Product and technology.

What the company has built, how it runs, and what it would take to scale or replace it.

Product demo video or test accountLets investors see the product without booking another call. Pre-seed
Product roadmap for the next 12 to 18 monthsLinks the money being raised to what gets built with it. Seed
Architecture overview and hosting setupA technical reviewer checks for scaling limits and single points of failure. Series A
List of key third-party services and their contractsDependence on one vendor or API is a cost and continuity risk. Series A
Open source component list and license reviewCopyleft licenses in shipped code can force disclosure of source code. Series A
Code repository access policy and ownershipConfirms the code sits in company accounts, not personal ones. Seed
Uptime history and incident logShows how often the product fails and how fast the team fixes it. Series B and later
Data sources and rights for any AI model trainingTraining on data without clear rights is a growing legal risk for AI products. Series A

06 Intellectual property.

Evidence that the company, not a founder, a contractor or a former employer, owns what it sells.

IP assignment from each founder, covering work before incorporationCode written before the company existed belongs to the founder unless it was assigned. Pre-seed
Signed invention assignment agreements from every employeeWithout them, employees may own part of what they built. Seed
Contractor and agency agreements with IP transfer clausesContractors own their work by default under US law unless the contract says otherwise. Seed
Trademark filings and registrationsConfirms the company can keep using its name and logo in its main markets. Seed
Domain names and social accounts held by the companyDomains in a founder’s personal account are a common, easy-to-fix gap. Pre-seed
Patents and patent applications with filing statusFor deep tech and life sciences, patents are often most of the value being bought. Series A
Inbound and outbound IP licensesA license from a university or a partner can limit what the company may do. Series A
IP disputes, infringement letters and prior employer issuesInvestors need to know about any claim on core technology before they fund it. Series A

07 Commercial contracts.

The signed deals behind the revenue and the terms that could limit a future sale.

Signed contracts with the largest customersConfirms the revenue in the model is contracted and on the terms shown. Seed
Standard customer terms and order formShows the default liability caps, renewal and termination terms across the base. Seed
Partnership, reseller and channel agreementsExclusivity or revenue share terms can affect margins and future deals. Series A
Key supplier and manufacturing contractsFor hardware and consumer brands, supply terms drive margins and risk. Series A
List of contracts with change of control or assignment limitsThese clauses can let a counterparty exit if the company is sold. Series B and later
Exclusivity, most favored nation and non-compete termsRestrictive terms can block new markets or pricing changes. Series A
Letters of intent and pilot agreementsEarly-stage traction is often in pilots; investors check what is signed and what converts. Pre-seed
Office leases and equipment leasesLong leases are fixed costs that shorten runway if plans change. Series A

08 Team and HR.

Who works for the company, on which terms, and what the company owes them.

Short bios for each founder and senior leaderEarly investors back people first; this sets out relevant experience. Pre-seed
Org chart and current headcountShows who does what and where the gaps are. Seed
Hiring plan funded by this roundPayroll is most of the spend, so the hiring plan drives burn. Seed
Signed offer letters and employment agreementsConfirms salaries, equity promises and at-will terms match the records. Seed
Contractor list with classification reviewMisclassified contractors can create back taxes and benefit claims. Series A
Payroll register summary, benefits and retirement plan documentsConfirms the real cost of the team and any unpaid obligations. Series A
Key employee retention terms and severance commitmentsAcquirers and late-stage investors price the cost of keeping key people. Series B and later
Employment claims, complaints and settlementsOpen claims are liabilities and can point to culture problems. Series A
Visa and work authorization recordsStaff on work visas need sponsorship that may be affected by a sale. Series B and later

09 Legal and compliance.

Disputes, regulators, licenses and insurance: anything that could become a cost after closing.

Pending or threatened litigation summaryLawsuits are liabilities the new investor shares in. Seed
Licenses and permits the business needsFintech, health and other regulated startups cannot operate without them. Series A
Correspondence with regulatorsShows open inquiries or findings that could limit the business. Series A
Insurance policies: D&O, general liability, cyberNew board members usually require D&O cover before they join. Series A
Export control and sanctions reviewHardware, encryption and dual-use products can need export licenses. Series B and later
Related party transactions with founders or investorsDeals with insiders need board approval and fair terms. Series A
Government grant and SBIR agreementsGrants can carry IP, reporting and change of control conditions. Seed
Log of NDAs signed with investors, partners and buyersShows who has already seen confidential material and on what terms. Series A

10 Security and privacy.

How the company protects customer data, and the paperwork enterprise buyers will ask for.

Public privacy policy and terms of serviceInvestors check that what the site promises matches how data is handled. Seed
Written information security policiesThe baseline for any enterprise sale and any later security review. Series A
SOC 2 or ISO 27001 report, or the plan to get oneMany enterprise buyers require an attestation before they sign. Series A
Latest penetration test summary and fixesShows known weaknesses were found and closed. Series A
Data processing agreements and subprocessor listNeeded for customers covered by GDPR, CCPA and similar laws. Series A
Data inventory: what personal data you hold and whereReviewers need it to judge privacy risk and breach exposure. Series B and later
Security incident and breach historyPast breaches can bring fines, claims and customer loss. Series A
HIPAA, PCI or sector compliance records where they applyHealth and payments startups face specific rules that buyers will test. Series A
Access review for production systems and admin accountsConfirms former staff and contractors no longer have access. Series B and later

11 Market and strategy.

The story of the company and the evidence behind the size of the opportunity.

Latest version of the pitch deckThe starting point every investor uses to decide whether to open the rest of the room. Pre-seed
Short investment memo or company overviewGives partners who missed the meeting the full case in a few pages. Seed
Market sizing with sourcesInvestors check that market estimates rest on data, not on a single top-down figure. Seed
Competitor map and how you win dealsShows you know who you lose to and why. Seed
Customers willing to take a reference callReference calls are one of the most common Series A checks. Series A
Board decks and the monthly or quarterly updates sent to investorsShows whether past plans were met and how the team reports bad news. Series A
Prepared answers to frequent investor questionsSaves time for both sides and keeps answers consistent across funds. Seed

Startup data room checklist.