SaaS Data Room Checklist and Due Diligence Readiness Score
Pick the round you are raising, tick what you already have, and see a readiness score by folder plus the five gaps to close first. Each item says why investors ask for it and when they start to expect it. The Excel version adds owners, status and a folder structure for the data room itself.
1. Pick the round you are raising
Runs in your browser. Nothing you tick is sent anywhere. Copy the link below the tool to save or share your progress.
Then tick each item you already have, final and in the folder. The stage next to each item is when we think investors start to expect it; that mapping is our editorial judgement, not a published standard.
By folder
Top 5 missing items
2. The checklist
01 Corporate and legal
Shows the company exists, how many shares it may issue and the rights of any preferred stock, so counsel can confirm the new shares can be issued.
Set how the board and stockholders approve things; counsel checks the round can be approved the way the bylaws require.
Every share issue, option grant and financing needs an approval on record. Missing consents are fixed before closing, not after.
A lapsed company cannot sign cleanly. Delaware will not issue one while the franchise tax or annual report is outstanding. More
Doing business in a state without registering there brings fees and penalties that investors want cleaned up first.
They hold pro rata rights, consent rights and preferences the new round has to respect or amend. More
A claim against the company or its IP changes the price or stops the deal; a clear "none" answers the question once.
New board members ask for D&O cover, and a buyer checks what claims are insured.
Larger rounds and every acquisition need a disclosure schedule; an index is the starting point for it.
Shows where revenue, staff and IP sit, which drives tax and how a deal is structured.
02 Cap table and equity
Investors price the round on fully diluted shares, so every share, option, warrant and SAFE has to be on it and tie to the documents. More
Their caps, discounts and MFN terms decide how much the new money dilutes everyone, including the new investor. More
Investors want founder shares on a vesting schedule and the paperwork to prove the founders own what the cap table says.
An 83(b) has to be filed within 30 days of the stock grant and cannot be filed late; a missing one is a tax problem for the holder. More
Shows founders and investors the ownership the term sheet produces, including the option pool increase. More
Options granted outside an approved plan, or above the pool size, have to be ratified.
Counsel ties every grant to a board approval and a 409A price; gaps here are one of the most common cleanups.
Option exercise prices need a defensible fair market value; an independent appraisal more than 12 months old, or older than a priced round, no longer supports it. More
A Form D is due within 15 days of the first sale in an exempt offering; investors check prior rounds were filed.
Later investors and buyers model who gets what at a given price, and check that past transfers followed the transfer restrictions. More
03 Financials and model
The starting point for every other number: revenue, gross margin and burn month by month.
Shows cash, debt, deferred revenue and anything owed that the P&L does not.
Investors read it for how you think about growth, hiring and cash, and test whether the assumptions hold. More
Separates cash burn from accounting profit, which matters once you bill annually in advance.
Cash is the one number an investor can check against a third party.
Shows whether you hit your own plan, which tells an investor how far to trust the next one. More
Late-paying customers and stretched payables both change the real cash position.
Annual prepayments are cash today and revenue later; the schedule shows the revenue already contracted. More
Lenders often hold covenants, warrants or consent rights over a new round.
Larger investors and most buyers want numbers someone outside the company has checked.
The core of a quality-of-earnings review: does reported revenue match what customers were billed and paid?
04 Metrics and KPIs
Growth and retention come from this bridge; investors rebuild it to check the headline ARR. More
Separates growth from a few large deals and shows how many customers leave.
Tells an investor how long the money lasts and how urgent the round is. More
Shows what a new customer costs and how fast it pays back, which drives how much growth the money buys. More
Retention by cohort shows whether customers stay and grow, the main driver of SaaS value. More
A few large customers make revenue fragile; investors weigh that risk in the price.
Lets an investor reconcile the deck, the model and the dashboard without a call.
A record of what you said each month; investors compare it with what happened. More
Later-stage investors test the forecast against pipeline and rep productivity. More
05 Customers and contracts
Shows liability caps, renewal and termination terms every customer signs.
Lets an investor test the ARR figure and see when revenue is up for renewal.
Counsel reads them for termination rights, change-of-control clauses and promises that differ from your standard terms.
These limit future pricing or carry risk that does not show in the revenue numbers.
Reference calls are a normal part of Series A diligence; having names ready saves a week.
Shows dependence on one supplier or channel, and which contracts need consent if the company is sold.
Enterprise customers require them, and a buyer checks what you promised about their data.
In a sale, contracts that cannot be assigned without consent can block or delay the deal.
06 Product and tech
The quickest way for an investor to see what the product does before a call.
Links the use of funds to what will ship.
Shows how the product is built and run, and what it costs to scale.
Enterprise customers ask before they buy, so investors ask too.
Personal data creates obligations under GDPR and US state laws; investors check you know where it is.
Upmarket customers and buyers want third-party evidence, not a self-description.
Some licenses (AGPL, GPL) carry obligations that a buyer has to price or remove.
Shows how reliable the service is and how incidents were handled.
07 Team and HR
Who does what, and why this team can build the company.
Hiring is most of the burn; the plan shows what the round pays for and when. More
Advisor grants have to be on the cap table and tied to a signed agreement.
Checks payroll in the model and shows which states and countries you employ in.
Counsel looks for promised equity, change-of-control terms and anything not on the cap table.
Contractors who wrote code need an agreement that assigns their work to the company.
Buyers and later investors check basic HR compliance.
Unpaid payroll taxes follow the company, so a buyer checks they were filed.
Misclassified workers create back taxes and claims that a buyer will price.
08 Intellectual property
The company has to own the code and brand. Work a founder did before signing stays theirs until it is assigned.
Without them, the people who wrote the product may still own parts of it.
Accounts in a founder's personal name are a single point of failure and have to be moved.
Shows whether the brand is protected and whether anyone else has a claim to the name.
Patents are rare at this stage; a clear "none" answers the question.
A buyer checks the company has the right to keep using what the product depends on.
09 Tax and compliance
An unpaid franchise tax stops a good standing certificate, and the default notice can be far above what you owe. More
Investors check the company has filed, and returns show prior losses that may be usable later.
Missed information returns bring penalties, and they are an easy item to check. More
Shows how research costs were deducted and whether a credit was claimed, with the records behind it. More
Founders and investors may exclude gain under Section 1202 only if the company can show it qualified when the stock was issued. More
Uncollected sales tax is a liability a buyer will price or hold back from the purchase price.
Later investors and buyers check you meet the rules that apply to your customers and data.
How the checklist and score work
The list has 78 items in 9 folders. Each one carries the stage at which we think investors start to expect it: 24 items at pre-seed or seed, 59 by Series A and all 78 for a Series B or later round or a sale. Pick a stage and the tool shows the items expected by then; tick "Also show items that become expected at a later stage" to see what comes next without changing the score.
- Folder score = items ticked in the folder ÷ items expected in the folder at your stage.
- Overall score = all items ticked ÷ all items expected. Every item counts the same.
- Key items: 10 items that usually stop a close when they are missing: the charter, the cap table, signed SAFEs and notes, founder stock agreements, board consents, the monthly P&L, the model, the MRR bridge, and IP assignments from founders and from employees and contractors. If any of them is open, the result reads "not ready" whatever the percentage.
- Top 5 missing lists key items first, then the earliest-stage gaps, in folder order.
The stage mapping, the key items and the bands (90% or more with every key item ready reads "ready", 60% to 89% "close", under 60% "early") are Adlega's editorial judgement from how rounds are usually run. They are not a published standard and there is no statistic behind them. Your lead investor's counsel will send their own request list; this one gets you ready before it arrives. Ticks travel in the share link, so you can send a co-founder or your lawyer the current state.
Worked example: a seed company getting ready for its Series A
An illustrative company raised a seed round on SAFEs and is now preparing a Series A. It has the basics from seed and some of the finance work, but has never had its records reviewed. It ticks 29 of the 59 items expected at Series A (open this example in the tool):
| Folder | Ready | Expected | Score |
|---|---|---|---|
| 01 Corporate and legal | 3 | 7 | 43% |
| 02 Cap table and equity | 5 | 9 | 56% |
| 03 Financials and model | 4 | 9 | 44% |
| 04 Metrics and KPIs | 4 | 8 | 50% |
| 05 Customers and contracts | 2 | 5 | 40% |
| 06 Product and tech | 3 | 5 | 60% |
| 07 Team and HR | 4 | 6 | 67% |
| 08 Intellectual property | 2 | 5 | 40% |
| 09 Tax and compliance | 2 | 5 | 40% |
| Overall | 29 | 59 | 49% |
The overall score is 29 ÷ 59 = 49%, and 8 of 10 key items are ready, so the result reads "not ready: a key item is missing". The five gaps it lists first:
- Invention assignment and confidentiality agreements from every employee and contractor (Intellectual property, key item). Without them, the people who wrote the product may still own parts of it.
- Board and stockholder consents and minutes (Corporate and legal, key item). Every share issue, option grant and financing needs an approval on record. Missing consents are fixed before closing, not after.
- 83(b) elections for founder and other restricted stock, with proof of mailing (Cap table and equity). An 83(b) has to be filed within 30 days of the stock grant and cannot be filed late; a missing one is a tax problem for the holder.
- Certificate of good standing (Delaware and each state you are registered in) (Corporate and legal). A lapsed company cannot sign cleanly. Delaware will not issue one while the franchise tax or annual report is outstanding.
- Foreign qualification filings for states where you have employees or an office (Corporate and legal). Doing business in a state without registering there brings fees and penalties that investors want cleaned up first.
The first two are the ones to fix this week: invention assignments from past contractors can take time to collect, and missing board approvals for earlier option grants have to be ratified by the board before the round closes. The 83(b) elections cannot be fixed if they were never filed, because the 30-day window has passed, so the action there is to find the proof of mailing or tell counsel early. Good standing and state registrations are filings and fees, not negotiations; the Delaware annual report guide covers the franchise tax that has to be paid before Delaware issues a good standing certificate.
What changes from seed to Series A to M&A
- Pre-seed and seed (24 items): is the company set up correctly, do the founders own their shares and the code, and do the numbers in the deck tie to a P&L and a model? A free tracked link or a shared folder is usually enough here; Carta says Launch customers can create a data room for free, and DocSend has a free tier (see DocSend pricing and Carta pricing).
- Series A (+35): the lead's lawyers review the full corporate and equity record (board consents, prior financing documents, the option ledger against the latest 409A), investors rebuild MRR, retention and unit economics, and customer contracts and references come into scope. See 409A valuation services if the last report is more than 12 months old, and the term sheet guide for the rights in prior financing documents that the new round has to respect.
- Series B+ and M&A (+19): audited or reviewed statements, a revenue reconciliation from billing to the ledger, insurance, an entity chart, sales tax exposure, open-source licenses, SOC 2 or a penetration test, and which contracts need consent to be assigned to a buyer.
A folder structure for the data room
Number the folders so they sort the same way in every tool and every download, and keep an index and a Q&A log in the first one. This is the layout in the Excel template's second sheet:
- 00 Start here: Index of this data room · Company overview (one page) · Pitch deck · Q&A log
- 01 Corporate and legal: 01.1 Charter and bylaws · 01.2 Board and stockholder consents · 01.3 Good standing and state filings · 01.4 Prior financing documents · 01.5 Litigation and insurance
- 02 Cap table and equity: 02.1 Cap table (current and pro forma) · 02.2 SAFEs and convertible notes · 02.3 Founder stock and 83(b) elections · 02.4 Equity plan, grants and 409A · 02.5 Securities filings (Form D)
- 03 Financials and model: 03.1 Monthly financial statements · 03.2 Financial model · 03.3 Budget vs actual · 03.4 Bank statements · 03.5 Debt agreements
- 04 Metrics and KPIs: 04.1 MRR and ARR bridge · 04.2 Retention and cohorts · 04.3 Unit economics · 04.4 Metric definitions · 04.5 Investor updates
- 05 Customers and contracts: 05.1 Customer list · 05.2 Standard terms · 05.3 Top customer contracts · 05.4 Vendor and partner contracts
- 06 Product and tech: 06.1 Demo and roadmap · 06.2 Architecture · 06.3 Security and privacy
- 07 Team and HR: 07.1 Org chart and bios · 07.2 Hiring plan · 07.3 Employment and contractor agreements · 07.4 Advisor agreements
- 08 Intellectual property: 08.1 IP assignment agreements · 08.2 Trademarks and patents · 08.3 Domains and accounts
- 09 Tax and compliance: 09.1 Tax returns · 09.2 Delaware franchise tax · 09.3 R&D and QSBS records · 09.4 Sales tax and regulatory
Name files with the folder number, a short title and a date (for example 02.4 Board consent option grants 2026-06-12.pdf), upload final signed versions as PDF, and give each investor access only after the first meetings. For the tool itself, the DocSend alternatives comparison prices DocSend, Papermark, Peony, Digify, Orangedox and Visible for a 3-month raise at each stage.
Where the time goes
Most of the work is in three folders. Cap table and equity: every share and option on the cap table has to tie to a signed document and a board approval; the cap table calculator and the dilution calculator give you the current and pro forma tables. Financials and model: monthly financials closed and reconciled to the bank, a model whose assumptions are written down (see building a model for investors), and budget vs actual. Tax and compliance: the same records you assemble at year end, so the year-end close checklist doubles as preparation for the tax folder. The SaaS fundraising guide covers how the deck, model and data room fit into the raise.
The financials folder is where Adlega helps directly: a 36-month driver-based model with the MRR bridge, burn, runway and unit economics an investor opens first, kept in line with your actuals. Build the model in Adlega and drop the export into folder 03.
Download the Excel version
The Excel template has the same 78 items with folder, item, why investors ask, the stage it is expected from, and columns for owner, status (Done, In progress, Missing, Not applicable) and a link or note. Pick the stage at the top and live formulas give the readiness score by folder and overall, the same way the tool does; "Not applicable" items drop out of the count. A second sheet has the folder structure above for setting up the room. No email needed.
Frequently asked questions
What should be in a startup data room?
Do I need a data room for a pre-seed or seed round?
How is the readiness score calculated?
What is the difference between seed, Series A and M&A due diligence?
How should I organize the folders in a data room?
Is this legal advice?
Cite this page
Citation
Adlega. "Data Room Checklist for Startups (Free Template)." Updated October 22, 2026. https://adlega.com/blog/tools/data-room-checklist/
Link for your article
<a href="https://adlega.com/blog/tools/data-room-checklist/">Data Room Checklist for Startups (Free Template)</a> (Adlega, updated October 22, 2026)
Put a real model in the financials folder
Adlega builds the 36-month driver-based model, MRR bridge, burn and runway that investors open first in a data room, and keeps them in sync as actuals come in.