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Diligence and closing · Checklist

Data room checklist

Everything a seed data room is expected to hold, grouped by area, as a list you can keep.

A seed data room does not need the volume or the formality of a later-stage diligence archive. What it needs is accurate ownership, numbers that hold still, customer evidence, and a clear record of what is not finished yet.

Build the minimum credible set and keep the first version short enough that someone will actually read it. A room assembled to compensate for a story the evidence cannot support does not survive contact with the questions underneath it.

The list below follows the eight categories a seed room usually needs, plus the index that sits on top and the access controls that go around it. Gaps at this stage are normal rather than disqualifying — name each one, give it an owner and a date, and leave it visible.

Checklist

What is in it

  • Index and labelling · 4 items

    What a reviewer meets first, and what stops them working from the wrong file.

  • Company · 2 items

    What the company is, and how it was formed.

  • Capitalization · 4 items

    Who owns what, including everything outstanding that would convert.

  • Intellectual property · 3 items

    Whether the company owns the work the company is built on.

  • People · 2 items

    Who is here, what they own, and who you plan to add.

  • Customers and contracts · 4 items

    What people are actually doing, and on what terms.

  • Financials · 6 items

    The numbers you already produce, gathered and defined so they hold still.

  • Product or technology · 3 items

    What you have built, and what is still planned.

  • Legal and compliance · 3 items

    The materials a review would reasonably reach for.

  • Access and version control · 4 items

    Who can see the room, and what they see when they do.

  • The questions the room has to support · 7 items

    Short answers you can give directly. The room backs these up rather than standing in for them.

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Get the checklist

The template is ready. Add your email to open it, and you will also get The Raise Memo — a note for founders raising capital.

How to use it

Notes

Review the room before each new investor receives it, and record the question and the source after each diligence request — a question you get repeatedly usually means the deck, a metric definition, or the folder structure needs work rather than that the room is missing a file. Do not build the full room before you know who the likely investor is or what decision the materials are meant to support, and never use a public folder for confidential company records.

Where this comes from

The thinking behind it

Take it with you

Data room folder structure

A folder tree you can copy straight into Drive, named the way diligence expects to find it.

Copyable template

Closing checklist

What has to happen between a signed term sheet and money actually landing in the account.

Checklist

Post-close to-do list

The filings, updates, and housekeeping that follow a close, before they turn into next year's problem.

Checklist

Browse every template

From the publication

Read The Raise Memo

A note for founders raising capital—what investors notice, how conviction gets built, and what to do next.

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