Due Diligence Checklist: Seed to Series C, Complete Doc List

Due Diligence Checklist: What Investors Actually Ask For

Due diligence is the phase where deals slip. A founder who can produce every document within 24 hours signals operational maturity. A founder scrambling for basics signals risk. Prepare in advance — the checklist below is what actually gets requested.

Corporate documents (all rounds)

Certificate of incorporation and amendments. Bylaws. Board consent history. Cap table (current and pro-forma post-round). Stock issuance ledger with 83(b) elections. SAFE and convertible note ledger with all signed docs. Founder equity agreements with vesting terms.

Financial documents

Historical financials: monthly P&L, balance sheet, cash flow for prior 24 months (or since inception). Financial model with assumptions clearly documented. Bank statements for prior 12 months. AR/AP aging (Series A+). Tax returns for all filed years.

Commercial documents

Customer contracts and MSAs (all material customers). Vendor contracts (SaaS, cloud, key vendors). Employment agreements and offer letters. Contractor agreements. IP assignment agreements (all founders, employees, contractors). Non-compete and non-solicit agreements where applicable.

Diligence-specific (Series A+)

Customer reference list (5-10 warmed references). Cohort analysis and unit economics. Sales rep productivity data. Technical architecture documentation. Security posture (SOC 2 status, penetration test results). Regulatory compliance documentation (if applicable).

Frequently asked questions

How long does diligence typically take?

Seed: 2-3 weeks after term sheet. Series A: 3-6 weeks. Series B/C: 4-8 weeks with formal process. Preparation upfront can compress the active phase by 50%.

What causes deals to fail in diligence?

Customer references that don't return calls. Financials that don't match the pitch. Undocumented equity promises to early employees. Missing IP assignments. Cap table inconsistencies.

Should we share sensitive data before term sheet?

Not full data room access — but summary financials, aggregate metrics, and customer references (with permission) are fair game. Full data room typically opens after term sheet is signed.

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