Data rooms
Startup data room checklist
A fundraising data room should let an investor answer their own questions without emailing you. That means eight folders, consistent file naming, current versions only, and a cap table that reconciles to the documents beside it. The checklist below covers what is requested in most seed and Series A processes.
The checklist
| Folder | Contents |
|---|---|
| 01 Corporate | Certificate of incorporation, articles, shareholders' agreement, board minutes, statutory registers |
| 02 Cap table | Fully diluted cap table, share certificates, option plan rules and grant agreements, SAFEs and notes, warrants |
| 03 Financial | Historic accounts, management accounts, current-year model, bank statements, tax filings |
| 04 Commercial | Top customer contracts, pricing, churn and cohort data, pipeline summary, key partnerships |
| 05 Legal | Material contracts, disputes, insurance, regulatory permissions, prior financing documents |
| 06 IP & technology | IP assignments, registered rights, open-source usage, architecture overview, security posture |
| 07 People | Employment contracts for key staff, consultant agreements, org chart, option grant summary |
| 08 Product & market | Roadmap, key metrics definitions, competitive positioning, customer references |
01 Corporate
- Contents
- Certificate of incorporation, articles, shareholders' agreement, board minutes, statutory registers
02 Cap table
- Contents
- Fully diluted cap table, share certificates, option plan rules and grant agreements, SAFEs and notes, warrants
03 Financial
- Contents
- Historic accounts, management accounts, current-year model, bank statements, tax filings
04 Commercial
- Contents
- Top customer contracts, pricing, churn and cohort data, pipeline summary, key partnerships
05 Legal
- Contents
- Material contracts, disputes, insurance, regulatory permissions, prior financing documents
06 IP & technology
- Contents
- IP assignments, registered rights, open-source usage, architecture overview, security posture
07 People
- Contents
- Employment contracts for key staff, consultant agreements, org chart, option grant summary
08 Product & market
- Contents
- Roadmap, key metrics definitions, competitive positioning, customer references
Rules that save weeks
- One current version of every document — remove drafts and superseded copies.
- Name files as date, subject, version so a stranger can sort them.
- Make sure the cap table in the data room matches the one in your term sheet model.
- Complete IP assignments from founders and contractors before diligence, not during it.
- Grant access per party and keep the log; who read what is useful signal.
What causes delay
- Missing signature pages on early financing documents.
- Option grants approved verbally but never documented.
- A cap table that cannot be reconciled to the share certificates.
- Contractor IP that was never assigned to the company.
- Accounts that disagree with the management model with no bridge.
Prepared by Perseids for general information. It is not legal, tax or investment advice — confirm your specific situation with your advisers.
Frequently asked questions
- When should the data room be ready?
- Before first partner meetings. Investors move at the speed of their last unanswered question, and building the room during diligence is what stretches a four-week process into ten.
- Should I use a shared drive?
- It works until you need per-party access, watermarking and a record of who saw what. Those become important the moment two investors are looking at the same materials.
- What do investors look at first?
- Corporate and cap table documents, because everything else depends on them being clean. A reconciled cap table early in the process buys credibility for the rest of the room.
Put this into practice with Perseids.
Create your investor data room