IPO data room: getting a startup ready to list.
An IPO data room holds everything underwriters, their counsel and auditors review before a registration statement is filed and the shares are sold: audited financials, contracts, board records, compliance, IP, tax and support for every fact in the S-1. It is the evidence file for the prospectus and part of the defence against liability claims.
IPO room
- 01 Corporate
- 02 Capitalization
- 03 Financial statements
- 04 Controls and SOX
- 05 Material contracts
- 06 Customers and suppliers
- 07 IP and technology
How it works for a startup.
In a US IPO, the company files a registration statement on Form S-1 with the SEC, usually first as a confidential draft. Underwriters and their counsel run due diligence to support their defence under the Securities Act, so they ask for documents behind every statement in the prospectus. The data room is where that review happens.
Many venture-backed companies qualify as emerging growth companies under the JOBS Act, which allows two years of audited financial statements instead of three, confidential submissions and a phased approach to some disclosures and controls attestations. Check current eligibility thresholds with counsel.
Readers include several underwriting banks, two law firms, auditors, and sometimes specialist advisers. Access lists change often, and the room is heavily used in the weeks before filing. Strong permissions, a clear index and a full audit trail are basic requirements.
Top 10 data rooms for this job.
Our five measures, re-weighted for ipo. Places 11 to 17 are listed below the cards.
- Setup speed 15%
- Investor experience 12%
- Access control 34%
- Diligence tools 26%
- Startup pricing 12%
- 1 8.9/10First-rate
- $149 monthly
- 14-day free trial
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2 (hosting)
- 2 8.4/10Strong pick
- Quote only
- Demo, no trial
- 10/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 3 8.4/10Strong pick
- Quote only
- Free trial offered
- 9/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 4 8.2/10Strong pick
- Quote only
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 5 8.1/10Strong pick
- Quote only
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 6 8.0/10Strong pick
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 7 8.0/10Strong pick
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 8 7.8/10Strong pick
- $250 monthly
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2
- 9 7.7/10Good option
- Quote only
- Demo, no trial
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 10 7.7/10Good option
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
Show places 11 to 17
- DealRoom 7.6
- Citrix ShareFile 7.4
- ShareVault 7.1
- Venue by DFIN 7.1
- Onehub 6.7
- Digify 6.5
- DocSend 5.9
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Charters, bylaws, subsidiaries, board and committee minutes for at least three years.
Stock ledger, all financing documents, equity plans, grants, 409A history.
Audited annual and reviewed interim statements, auditor letters, accounting policies.
Control matrices, testing results, remediation, disclosure committee materials.
Contracts likely to be filed as exhibits, with confidentiality treatment notes.
Top customer and supplier agreements, concentration analysis.
Patents, trademarks, licenses, open source review, security reports.
Litigation, regulatory filings and correspondence, permits.
Returns, structure, NOL analysis, open audits.
Executive agreements, compensation committee materials, related party transactions.
Backup for each prospectus statement, market data sources, metric definitions.
Diligence calls notes, written questions and answers.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | View-only and download control | Viewer activity log | Investor Q&A | Single sign-on | Two-step login |
|---|---|---|---|---|---|
| Ellty | |||||
| Datasite | |||||
| iDeals | |||||
| Ansarada | |||||
| Firmex | |||||
| Drooms | |||||
| Intralinks | |||||
| SecureDocs | |||||
| SmartRoom | |||||
| CapLinked |
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- Investor Q&A
- Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
- Single sign-on
- Your team signs in with Google Workspace, Microsoft Entra ID or Okta instead of another password.
- Two-step login
- Every login needs a one-time code or an app approval as well as the password.
Set up the room in 6 steps.
- 1
Start a year ahead
Build the IPO room early, while auditors finish PCAOB-standard audits and the board forms committees.
- 2
Use the underwriters' request list
Map folders to the list from underwriters' counsel so nothing is asked twice.
- 3
Build an S-1 support folder
For every number and claim in the draft prospectus, file the source document and note where it supports the text.
- 4
Control access tightly
Named users, two-factor sign-in, SSO where available, view-only for sensitive files and prompt removal of anyone who leaves the deal.
- 5
Keep a full audit trail
Export activity logs at filing and pricing. They form part of the diligence record.
- 6
Plan for life as a public company
Keep the room structure for post-IPO board reporting and periodic filings.
Common mistakes.
- Prospectus statements with no source document in the support folder.
- Old board minutes missing or unsigned when counsel reviews the record.
- Access left open for advisers who have left the deal team.