Startup fundraising
Series A Due Diligence Checklist: Every Document VCs Will Request
The complete Series A diligence document list — corporate, financial, legal, product, commercial, and HR — organized the way fund request lists are.
Quick answer
Series A diligence is a request list, and the list is predictable: corporate records, financial statements and the model, all material contracts, IP assignments and filings, employment agreements, and compliance basics. Founders who pre-build the room to that list close weeks faster than founders who assemble it under term-sheet pressure.
Build it in the room you already use for the raise — see the startup data room ranking for options — and gate the deep folders until a term sheet is real. At this depth you will likely want per-group permissions, which is where paid tiers like Papermark's Data Rooms plan earn their fee.
The Series A request list, folder by folder
| Folder | Contents | Common gap |
|---|---|---|
| 01 Corporate | Incorporation docs, bylaws, board minutes, prior round documents, cap table | Missing board consents for option grants |
| 02 Financial | Historical statements, management accounts, the model, burn and runway analysis | Model assumptions that contradict deck metrics |
| 03 Legal & IP | IP assignments, patent/trademark filings, open-source usage, litigation summary | A contractor who never signed an IP assignment |
| 04 Commercial | Top customer contracts, pipeline summary, pricing, key partner agreements | Non-standard terms in the biggest customer contract |
| 05 Team & HR | Employment agreements, option grants, org chart, key-person dependencies | Verbal promises of equity never papered |
| 06 Product & data | Architecture overview, security posture, privacy policy, data processing terms | No documented answer on where customer data lives |
The one rule: metrics must match the deck
Most diligence pain is self-inflicted: the deck says one revenue number, the model says another, and the exported dashboard says a third. Before the room opens, reconcile every metric you have quoted anywhere — and if definitions differ (booked vs. recognized, active vs. registered), write the definition down in the room.
Funds do not expect perfection at Series A; they expect coherence. A one-page metrics definitions file is the cheapest trust-builder in the entire room.
Preparation sequence, four weeks out
Week 1: audit cap table and chase any unsigned IP assignments
Week 1: reconcile deck metrics against the model and dashboards
Week 2: collect and file all material contracts, flag non-standard terms
Week 2: assemble board minutes and consents; paper anything verbal
Week 3: build the room to the numbered folder structure
Week 3: write the metrics definitions and data posture one-pagers
Week 4: dry-run the room with your counsel as a mock reviewer
Ongoing: log every incoming request; anything asked twice becomes a document
Access strategy during a live round
Open the room in stages: commercial and financial summaries for funds in partner-meeting stage, the full six folders only under a signed term sheet. Every fund gets its own link so you can see engagement per firm and revoke cleanly on a pass — the mechanics are covered in our permissions guide.
Keep a request log inside the room. When a second fund asks a question the first fund asked, the answer should already be a document. Rounds compress when the room answers questions before associates ask them.
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FAQ
How long does Series A diligence take?
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Typically two to six weeks after a term sheet. The variance is mostly room quality: pre-built, reconciled rooms sit at the short end, while rooms assembled reactively stretch the timeline and sometimes the terms.
Should I let multiple funds into diligence at once?
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Yes, when you have the leverage — parallel diligence is how competitive rounds stay competitive. Per-fund links with separate permissions keep the processes clean and let you compare engagement.
What's the most common deal-slowing gap?
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Unsigned IP assignments, usually from an early contractor or a departed co-founder. It is fixable but slow, which is why it belongs in week one of preparation, not week one of diligence.
Do I need NDA gating on the diligence room?
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For the deep folders, it is reasonable and funds accept it. Keep the light room NDA-free — friction at first contact costs more than it protects.
Sources
These sources were checked for public plan details, security controls, or category context. Confirm the final offer with the vendor before you open a live room.