HR and people due diligence for startups.
People due diligence looks at who works for the startup, on what terms and with what risk: offer letters and invention assignments, contractor classification, option grants, benefits, visa status and key person dependence. Keep personal data in a separate restricted folder and share an anonymised census first.
People due diligence room
- 01 Org chart
- 02 Census
- 03 Key people
- 04 Offer letters
- 05 Contractors
- 06 Equity
- 07 Benefits
How it works for a startup.
In a venture round, investors mostly check that key people are committed, that equity was granted properly and that employees signed invention assignments. In an acquisition, especially an acquihire, the team is often the main asset, so the buyer looks at retention, compensation, vesting, accelerations and every employment agreement.
US-specific risks come up again and again: contractors who should be employees under state law, missing I-9 forms, employees on H-1B or other visas who need transfers, unregistered payroll in states where remote staff live, and option grants priced below a current 409A value.
This folder holds the most personal data in the whole room. Restrict it to a small group, use redaction for salaries and personal details in early stages, and follow state privacy laws for employee information.
Top 10 data rooms for this job.
Our five measures, re-weighted for people due diligence. Places 11 to 17 are listed below the cards.
- Setup speed 20%
- Investor experience 15%
- Access control 30%
- Diligence tools 18%
- Startup pricing 18%
- 1 9.2/10First-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 8.3/10Strong 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
- 3 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
- 4 8.1/10Strong 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
- 5 8.1/10Strong 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
- 6 8.1/10Strong 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
- 7 7.8/10Strong pick
- $55 monthly
- Free trial offered
- 9/12 feature checks
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- HIPAA
- 8 7.8/10Strong pick
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- 9 7.7/10Good option
- 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
- 10 7.7/10Good option
- 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
Show places 11 to 17
- SmartRoom 7.6
- DealRoom 7.5
- Onehub 7.2
- ShareVault 7.0
- Digify 6.9
- Venue by DFIN 6.7
- DocSend 6.5
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Current org chart with titles, managers, locations and start dates.
Anonymised employee list with role, location, salary band, equity and status.
Founder and executive agreements, vesting schedules, acceleration terms.
Template and signed offer letters, confidentiality and invention assignment agreements.
Contractor agreements, payments, classification analysis, IP clauses.
Option plan, grant ledger, board approvals, 409A reports used for each grant.
Health plan documents, 401(k), PTO and leave policies.
Handbook, I-9 process, state payroll registrations, visa list.
Employee claims, agency charges, separation agreements.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | In-app redaction | Viewer activity log | Dynamic watermarks | View-only and download control |
|---|---|---|---|---|
| Ellty | ||||
| iDeals | ||||
| Firmex | ||||
| SecureDocs | ||||
| Datasite | ||||
| Ansarada | ||||
| Citrix ShareFile | ||||
| CapLinked | ||||
| Drooms | ||||
| Intralinks |
- In-app redaction
- Blacks out salaries, customer names or personal data inside the platform without keeping a second copy.
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
Set up the room in 6 steps.
- 1
Build an anonymised census
One row per person with role, location, band and equity, but no names or personal identifiers in the first version.
- 2
Check contractor status
Review long-running contractors against the tests in the states where they work. Convert or document them before the review.
- 3
Match grants to valuations
For every option grant, show the board approval and the 409A report that supported the exercise price.
- 4
List visa holders
Note who needs a visa transfer or sponsorship in an acquisition, and the timing involved.
- 5
Restrict and redact
Limit the folder to a few named reviewers, redact salaries and personal details until later stages, and block downloads.
- 6
Prepare retention answers
Buyers will ask who is critical and what keeps them. Have a view on retention packages ready, agreed with your board.
Common mistakes.
- Long-term contractors doing employee work with no classification review.
- Missing invention assignments for early employees.
- Full salary files shared with every investor contact.
- Offer letters promising equity that the board never approved.