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Delsivo

Definition: A data room is a secure, organised place where a startup shares the documents investors need for due diligence: incorporation papers, the cap table, financial records, customer contracts, IP assignments and policies. Today it is almost always a virtual data room, an online set of folders with access controls, so the company decides who sees each file and can see when files were opened.

Key takeaways

  • Organise by topic so an investor can find a document without asking.
  • Share only what the current stage needs; add more as diligence deepens.
  • Control access per person and remove it when a process ends.

What goes in a startup data room

  • Corporate: certificate of incorporation, articles or bylaws, board minutes.
  • Financials: management accounts, budget, bank statements, tax filings.
  • Customers: key contracts, pipeline, billing export that ties to reported revenue.
  • Product and IP: IP assignment agreements, trademark and patent filings.
  • Security and people: security policies, employment contracts, option plan.
  • Round documents: cap table, existing SAFEs or notes, the draft term sheet.

An example of a data room in use

After a strong first meeting, a seed fund sends the founders a request list. The founders create a folder per topic and invite two people from the fund. The fund's associate finds that the billing export does not match the ARR on slide 6, comments on the file, and the founders upload a reconciliation. Both versions stay in the room.

How a fund works with data rooms

Funds usually request the room after screening and a first meeting, not at application. Asking for everything up front wastes founders' time and gives the fund personal data it may not need. Delsivo data rooms, planned for the first release, are designed with folders such as Corporate, Financials, Customers, Product and IP, Security, People and Round Documents, named guests with expiry, watermarks, NDA acknowledgement and an activity log.

Common confusions

  • A data room is not a deck link. Deck sharing tools track views of one file; a room holds the whole diligence record.
  • A shared drive can work as a data room if access is controlled per person and revoked afterwards.
  • A data room is the founder's; a diligence request list is the fund's list of what it wants in it.
FAQ

Questions about data room

Before it starts a raise, with the core documents ready. It can open folders to investors as each one moves further into diligence.

A light one helps: corporate documents, cap table, financial summary and key contracts. It shortens diligence and shows the company is organised.

Most virtual data room tools keep an activity log of views and downloads, which founders can check.
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