Startup due diligence from the founder side.
Startup due diligence is the review an investor or buyer runs before money or shares change hands: corporate records, cap table, finances, contracts, IP, people and product. Founders who keep one indexed data room, sorted by those workstreams, answer most requests by sharing a folder instead of hunting through inboxes.
Startup due diligence room
- 01 Corporate
- 02 Board and stockholders
- 03 Cap table
- 04 Financials
- 05 Tax
- 06 Customers and revenue
- 07 Material contracts
How it works for a startup.
At pre-seed and seed, diligence is often a short call plus a look at the deck, the cap table and the incorporation papers. From Series A onward it becomes a checklist run by the lead investor and its counsel, and in an acquisition it widens to every contract, every employee agreement and every line of code that matters. The requests grow, but the categories stay the same, which is why one well-built room can serve every round.
The readers change with the deal. A seed fund partner skims metrics and the cap table. A Series A associate builds a model from your monthly financials. Outside counsel reads charter documents, board consents and option grants line by line. An acquirer adds tax advisers, security reviewers and integration staff. Each of them should see only the folders that apply to their part of the review.
Most delays in startup diligence come from missing signatures, stock grants without board approval, IP that was never assigned and numbers that do not tie between the deck, the model and the books. Finding those gaps yourself before an investor does is the main job of the room.
Top 10 data rooms for this job.
Our five measures, re-weighted for startup due diligence. Places 11 to 17 are listed below the cards.
- Setup speed 21%
- Investor experience 16%
- Access control 23%
- Diligence tools 22%
- Startup pricing 18%
- 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
- 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 8.2/10Strong 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
- 4 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
- 5 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
- 6 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
- 7 7.8/10Strong 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
- 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
- $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
- 10 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
Show places 11 to 17
- DealRoom 7.5
- SmartRoom 7.4
- Onehub 7.1
- ShareVault 7.1
- Digify 6.8
- DocSend 6.6
- Venue by DFIN 6.6
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Certificate of incorporation, bylaws, good standing certificate, foreign qualifications.
Board consents and minutes, stockholder consents, prior financing documents.
Current cap table export, option plan, grant ledger, SAFEs and notes outstanding, 83(b) elections.
Monthly P&L, balance sheet and cash flow, budget, bank statements, financial model.
Federal and state returns, sales tax registrations, R&D credit studies, Delaware franchise tax filings.
Top customer contracts, revenue by customer, pipeline, churn and cohort data.
Vendor, partner, reseller and lease agreements, anything with change of control terms.
Patent and trademark filings, invention assignment agreements, open source inventory.
Org chart, offer letters, contractor agreements, handbook, benefit plans.
Architecture overview, security policies, SOC 2 report or roadmap, privacy policy.
Litigation, claims, licences, regulatory correspondence, insurance policies.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Investor Q&A | Viewer activity log | Dynamic watermarks | Bulk folder upload |
|---|---|---|---|---|
| Ellty | ||||
| iDeals | ||||
| Ansarada | ||||
| Datasite | ||||
| SecureDocs | ||||
| Firmex | ||||
| Drooms | ||||
| CapLinked | ||||
| Citrix ShareFile | ||||
| Intralinks |
- 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.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
- Bulk folder upload
- Drag a whole folder tree in at once and keep its numbering.
Set up the room in 6 steps.
- 1
Start from the request list
Ask the investor or buyer for their diligence checklist early and mirror its numbering in your folder index, so every request maps to one location.
- 2
Run your own gap check
Before anyone outside sees the room, compare the cap table to signed grants and board approvals, and the deck metrics to the books. Fix or explain every mismatch.
- 3
Upload in bulk, then clean names
Bulk upload whole folders from your drive, then rename files with a date and a plain description so a reviewer knows what each one is without opening it.
- 4
Set access by workstream
Give investors and counsel the folders they need. Hold back salary detail, customer names or source code until later stages or until there is a signed term sheet.
- 5
Route questions through Q&A
Answer each question once inside the room and link the answer to the file, so the same question from a second reviewer gets the same reply.
- 6
Archive at close
Export the room and the Q&A log when the deal closes. It is your record of what was disclosed and the starting point for the next round.
Common mistakes.
- Building the room only after the term sheet arrives, which turns a two week review into six.
- Uploading drafts or unsigned versions of agreements next to the executed copies.
- Letting metrics in the deck drift from the monthly financials, so the first model a reviewer builds does not tie.
- Giving every viewer access to every folder, including payroll and personal data that early investors do not need.