Seed round data room: what a seed lead checks.
A seed round data room gives a lead investor what their partners and lawyers need to approve the deal: corporate records, every SAFE or note, early traction by month, customer agreements, a model for the next 18 to 24 months and proof that the company owns its IP. Expect a written request list once a lead is serious.
Seed round room
- 01 Overview
- 02 Corporate records
- 03 Capitalization
- 04 Metrics
- 05 Financials
- 06 Customers
- 07 Team
How it works for a startup.
Seed rounds often have a lead fund plus a group of angels and smaller funds who follow. The lead does most of the diligence, usually over one to three weeks after a term sheet or a strong verbal commitment, and its counsel sends a request list. Followers read a lighter set and rely on the lead.
Seed investors focus on a few things. Is the cap table correct, including every convertible instrument and promised advisor grant? Do the traction numbers in the deck match the monthly figures? Are early customer contracts real, and do any contain unusual terms such as exclusivity or most favoured pricing? Does the company, not the founders, own the code and brand?
Because several investors read in parallel, the room should let you control access per firm, see which documents each one opened, and answer questions once in a shared thread instead of in a dozen email chains.
Top 10 data rooms for this job.
Our five measures, re-weighted for seed round. Places 11 to 17 are listed below the cards.
- Setup speed 24%
- Investor experience 20%
- Access control 20%
- Diligence tools 15%
- Startup pricing 22%
- 1 9.4/10First-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
- $250 monthly
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2
- 3 8.2/10Strong 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 8.1/10Strong 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
- 5 8.0/10Strong 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 8.0/10Strong 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
- 7 8.0/10Strong 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
- 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 7.6/10Good 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 7.5/10Good option
- $15 monthly
- Free trial offered
- 6/12 feature checks
- Dynamic watermarks
- Viewer activity log
- Bulk folder upload
- Mobile app
- SOC 2
Show places 11 to 17
- DealRoom 7.5
- Intralinks 7.5
- Digify 7.3
- SmartRoom 7.3
- DocSend 7.1
- ShareVault 7.0
- Venue by DFIN 6.4
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Deck, memo, product demo, short FAQ on market and competition.
Charter, bylaws, all board and stockholder consents, good standing certificate.
Fully diluted cap table, signed SAFEs and notes with caps and discounts, option plan and grants.
Monthly revenue or usage since launch, retention cohorts, funnel figures, definitions used.
Monthly P&L, bank statements for the last six months, 18 to 24 month model with assumptions.
Signed customer agreements, pilots, LOIs, top ten customer list with contract value.
Org chart, offer letters, contractor agreements, key hires planned with this round.
Invention assignments, trademark filings, domain ownership, open source policy if any.
Material contracts, privacy policy and terms, any disputes or threatened claims.
Answers posted to investor questions so every investor sees the same reply.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Viewer activity log | Investor Q&A | Dynamic watermarks | View-only and download control | Bulk folder upload |
|---|---|---|---|---|---|
| Ellty | |||||
| SecureDocs | |||||
| iDeals | |||||
| Firmex | |||||
| Datasite | |||||
| Citrix ShareFile | |||||
| Ansarada | |||||
| CapLinked | |||||
| Drooms | |||||
| Onehub |
- 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.
- 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.
- Bulk folder upload
- Drag a whole folder tree in at once and keep its numbering.
Set up the room in 6 steps.
- 1
Ask your lawyer for their standard request list
Build the index around it. Seed counsel request lists are similar from firm to firm, so matching one saves a round of follow-up.
- 2
Reconcile the cap table
List every SAFE, note, option grant and promised advisor share. Show a pro forma after the seed with the conversion of each instrument.
- 3
Define every metric
Write down how you count MRR, active users and churn. Investors compare definitions as closely as the numbers.
- 4
Create a group per firm
Give each fund its own access group so you can open legal folders to the lead while followers see the overview and metrics.
- 5
Answer questions in the room
Post replies in the Q&A area so co-investors read the same answer and you keep a record for closing.
- 6
Keep the room after closing
Update the metrics and cap table each quarter. The Series A room starts from this one.
Common mistakes.
- Deck figures that do not match the monthly numbers in the metrics folder.
- An advisor promised equity by email but never granted it, found during diligence.
- Customer contracts with exclusivity clauses nobody mentioned up front.
- Opening customer contracts and bank statements to every angel in the syndicate.