Data room for an acquisition: selling your startup.
A data room for an acquisition holds everything a buyer needs to confirm value and risk: corporate and equity records, financials, customer contracts, IP ownership, employees, compliance and technology. Stage it: a summary set before the letter of intent, then full diligence under exclusivity, with tight permissions on the most sensitive files.
Selling your startup room
- 01 Process
- 02 Corporate
- 03 Capitalization
- 04 Financials
- 05 Customers
- 06 Commercial contracts
- 07 IP
How it works for a startup.
Most startup acquisitions follow the same path. A buyer shows interest, signs an NDA and reviews summary materials. If both sides agree on price and structure, they sign a letter of intent with an exclusivity period, commonly 30 to 60 days, and the buyer's teams run full diligence before the merger agreement is signed.
Diligence in a startup acquisition centres on a few areas: whether the cap table and the waterfall are correct, so the merger consideration can be paid out; whether the company owns its IP, including code written by contractors and open source use; whether key customer contracts survive a change of control; and whether key employees will stay. Problems in any of these show up as a lower price, a larger escrow or a special indemnity.
Readers include the buyer's corporate development team, lawyers, accountants, technical reviewers and integration leads. Each group needs different files at different times, and the seller needs a record of what was shared, because disclosure schedules in the merger agreement depend on it.
Top 10 data rooms for this job.
Our five measures, re-weighted for selling your startup. Places 11 to 17 are listed below the cards.
- Setup speed 19%
- Investor experience 14%
- Access control 29%
- Diligence tools 25%
- Startup pricing 13%
- 1 9.3/10First-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 8.5/10First-rate
- 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 8.4/10Strong 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
- 4 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
- 5 8.2/10Strong 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 7.9/10Strong 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
- 8 7.9/10Strong 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
- 9 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
- 10 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
Show places 11 to 17
- DealRoom 7.7
- Citrix ShareFile 7.5
- ShareVault 7.1
- Onehub 6.8
- Venue by DFIN 6.7
- Digify 6.6
- DocSend 6.1
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
NDA, process timeline, contacts, LOI once signed.
Charter, bylaws, minutes, consents, subsidiaries, good standing certificates.
Cap table, every financing document, option and RSU records, waterfall model.
Financial statements, monthly management accounts, tax returns, deferred revenue schedule.
Revenue by customer, top contracts with change of control notes, churn history.
Suppliers, partners, resellers, leases, loans.
Patents, trademarks, invention assignments, contractor IP terms, open source inventory.
Architecture, security policies, penetration test reports, incident history.
Employee census, offer letters, contractor list, benefits, equity acceleration terms.
Litigation, privacy compliance, regulatory items, insurance.
Competitively sensitive data for named buyer staff only, if the buyer competes.
Buyer questions by workstream with approved answers.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Investor Q&A | Viewer activity log | View-only and download control | Dynamic watermarks | In-app redaction |
|---|---|---|---|---|---|
| Ellty | |||||
| iDeals | |||||
| Ansarada | |||||
| Datasite | |||||
| Firmex | |||||
| Drooms | |||||
| SecureDocs | |||||
| Intralinks | |||||
| CapLinked | |||||
| SmartRoom |
- Investor Q&A
- Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
- In-app redaction
- Blacks out salaries, customer names or personal data inside the platform without keeping a second copy.
Set up the room in 6 steps.
- 1
Prepare before the first buyer call
Fix the cap table, collect signed IP assignments and find every customer contract. Repairs made during exclusivity cost time and weaken your negotiating position.
- 2
Build the waterfall
Model how sale proceeds flow through preferences, notes, options and any management carve-out at several prices.
- 3
Stage access
Summary folders before the LOI, full folders under exclusivity, clean room data only to named staff near signing.
- 4
Run Q&A by workstream
Legal, finance, technical and HR questions each get an owner and an approval step.
- 5
Track what was disclosed
Use the activity log and folder index to prepare disclosure schedules, which list exceptions to your representations.
- 6
Archive at closing
Export the room and Q&A to a fixed archive for both sides. It matters if indemnity claims arise.
Common mistakes.
- Discovering missing contractor IP assignments during exclusivity.
- A waterfall that does not match the charter, delaying payout at closing.
- Sharing competitor-sensitive pricing with a rival acquirer before signing.
- Customer contracts that need consent on a change of control, found late.