Data room for a startup wind-down.
A wind-down data room keeps the record of how the company closed: board and stockholder approvals, the creditor list and payments, employee final pay and notices, asset sales, tax filings and the dissolution certificate. It protects directors by showing they followed a fair process, and it gives investors and advisers one place to check progress.
Wind-down room
- 01 Decision record
- 02 Creditors
- 03 Employees
- 04 Customers
- 05 Assets
- 06 Contracts
- 07 Tax
How it works for a startup.
When a startup cannot raise or sell, the board chooses how to close it. Common routes are a formal dissolution under Delaware law, an assignment for the benefit of creditors (ABC) handled by a third party, or, rarely, bankruptcy. Each has different steps and costs, and counsel should help choose.
Creditors come first. The company must account for debts, leases, vendor bills, customer refunds and employee wages before stockholders receive anything. Delaware law sets out procedures for handling known and possible claims. Employees must receive final pay according to state rules, and larger employers may owe advance notice under the federal WARN Act.
Records matter after the company is gone. Investors need final reports and tax documents, former employees need records for their own taxes, and directors may need evidence of their decisions if a creditor or stockholder raises a claim. A data room keeps that archive accessible after the team has left.
Top 10 data rooms for this job.
Our five measures, re-weighted for wind-down. Places 11 to 17 are listed below the cards.
- Setup speed 27%
- Investor experience 10%
- Access control 21%
- Diligence tools 14%
- Startup pricing 28%
- 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 8.4/10Strong 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 8.3/10Strong 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 8.2/10Strong 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
- 5 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
- 6 8.1/10Strong 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
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- 8 7.8/10Strong 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
- 9 7.7/10Good option
- $15 monthly
- Free trial offered
- 6/12 feature checks
- Dynamic watermarks
- Viewer activity log
- Bulk folder upload
- Mobile app
- SOC 2
- 10 7.5/10Good option
- Quote only
- Free trial offered
- 6/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
Show places 11 to 17
- Drooms 7.5
- Intralinks 7.4
- Digify 7.4
- 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.
Board minutes on alternatives considered, plan of dissolution, stockholder approval.
Creditor list, claims received, payment schedule, settlements.
Final pay records, notices, benefits termination, COBRA notices.
Shutdown notices, refunds, data return or deletion confirmations.
Asset sale agreements, IP transfers, equipment disposals.
Termination letters for leases, vendors and subscriptions.
Final federal and state returns, payroll filings, 1099s and W-2s.
Waterfall, any distribution to stockholders, investor notices.
Certificate of dissolution, state withdrawals, final good standing items.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Viewer activity log | Bulk folder upload | NDA e-signing | Investor Q&A |
|---|---|---|---|---|
| Ellty | ||||
| SecureDocs | ||||
| Firmex | ||||
| iDeals | ||||
| Ansarada | ||||
| Citrix ShareFile | ||||
| CapLinked | ||||
| Datasite | ||||
| Onehub | ||||
| DealRoom |
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- Bulk folder upload
- Drag a whole folder tree in at once and keep its numbering.
- NDA e-signing
- Investors sign the NDA or click-through terms before the room opens.
- Investor Q&A
- Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
Set up the room in 6 steps.
- 1
Record the decision
Minute what alternatives the board considered, such as a sale, an acquihire or more funding, and why it chose to close.
- 2
Choose the route with counsel
Dissolution, ABC or bankruptcy each have different steps. Pick one before talking to creditors.
- 3
Pay people correctly
Follow state final pay rules and check whether WARN Act notice applies to your headcount.
- 4
Handle customer data
Notify customers, return or delete data as contracts require and keep confirmations.
- 5
File final returns
Mark final federal, state and payroll returns as final and keep copies in the room.
- 6
Keep the archive
Leave the room open, read-only, for directors and a named contact after dissolution.
Common mistakes.
- Paying stockholders or insiders before creditors are dealt with.
- Missing payroll tax filings, which can create personal liability for responsible officers.
- Deleting company email and records the board may later need.