VC Ready Checklist™
Institutional investors follow a predictable due diligence process. Founders who know the checklist before the term sheet close faster, with fewer conditions, on better terms. This is that checklist — built from the investor's perspective.
What's inside
- Corporate documents section — exactly what files go in the folder and how to name them
- Cap table checklist — what fully diluted means, how to model for the new round, convertible instrument reconciliation
- IP due diligence list — PIIA audit, contractor assignment gaps, trademark status, open source inventory
- Employment documentation — offer letters, equity agreements, 409A valuations, separation agreements
- Material contracts review — what counts as material, change-of-control provisions to watch for, data processing agreements
- Compliance snapshot — data privacy posture, sector-specific licenses, pending litigation
- Data room folder structure — exact folder names and sub-folders investors expect to see
- Red flag checklist — the 15 most common issues and how to remediate them before the round
Who this is for
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Frequently asked questions
What do VCs look for in due diligence?
VCs conduct due diligence across five areas: corporate structure, IP ownership, employment documentation, material contracts, and compliance. Each area has a specific checklist they work through — and this resource maps exactly what that checklist looks like.
When should I start building my data room?
8–12 weeks before you start investor conversations. The data room should be complete before your first pitch meeting — not built reactively when investors ask for it. A well-organized data room signals operating rigor and dramatically speeds up closing.
What are the most common due diligence red flags?
The most common red flags: missing PIIA agreements, cap table discrepancies, undocumented equity promises, employment agreements without IP assignment clauses, and a disorganized data room. Each one adds time and often conditions to your term sheet.
Tell us your fundraising timeline — we'll assess your readiness and build the data room investors expect.