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VC due diligence checklist by stage

Seven areas from team to cap table, each item marked for seed or Series A, so you ask a young company only for what its stage needs.

How it works

Short answer: This VC due diligence checklist covers seven areas a venture fund checks before investing: team, customers and revenue, product and technology, market, financials, legal and cap table, and the decision record. Each item is marked as usually needed at pre-seed and seed, or added from Series A, so a small fund doesn't ask a two-person startup for a Series A data room. Copy it and strike what doesn't apply.

Key takeaways

  • Scale diligence to the stage and cheque; not every item applies at seed.
  • Write down each metric's definition before checking the number.
  • Pick at least one customer and one reference yourself.
  • Finish with a decision record: every key claim labelled and every open item owned.

VC due diligence checklist to copy

(S) marks items most funds need at pre-seed and seed; (A) marks items usually added from Series A. Mark each item Done, Not needed at this stage, or Open.

Due diligence checklist (plain text)
VC DUE DILIGENCE CHECKLIST
Company: [ ]    Round: [ ]    Deal lead: [ ]    Started: [date]
Mark each item: Done / Not needed at this stage / Open. Note who checked it and where the evidence is.
(S) = usually needed at pre-seed and seed. (A) = usually added from Series A.

TEAM
[ ] (S) Founder interviews completed, notes filed
[ ] (S) Roles and time commitment of each founder confirmed
[ ] (S) Two or more references per founder, including at least one the founder did not suggest (tell founders you do this)
[ ] (A) Key hires and open roles reviewed against the plan

CUSTOMERS AND REVENUE
[ ] (S) Definition of each traction metric written down (paid, pilot, free; monthly or annual)
[ ] (S) Revenue figures reconciled to a billing export or invoices
[ ] (S) Calls with two to five customers, including at least one chosen by us
[ ] (S) Customer concentration: share of revenue from the top three customers
[ ] (A) Cohort retention and net revenue retention recalculated from customer-level data
[ ] (A) Pipeline reviewed: stage definitions and conversion history

PRODUCT AND TECHNOLOGY
[ ] (S) Product demo, including the parts customers use most
[ ] (S) Who wrote the code, and whether IP was assigned to the company
[ ] (A) Architecture, security practices and third-party dependencies reviewed
[ ] (A) Open-source licence review where it matters to the product

MARKET AND COMPETITION
[ ] (S) Bottom-up market size with assumptions checked
[ ] (S) Competitors listed, with why customers choose this company
[ ] (A) Pricing compared with alternatives customers actually consider

FINANCIALS
[ ] (S) Current cash, monthly net burn and runway
[ ] (S) Use of funds for this round and the milestones it should reach
[ ] (A) Management accounts for the last 12 to 24 months
[ ] (A) Financial model reviewed: key assumptions tested

LEGAL AND CAP TABLE
[ ] (S) Certificate of incorporation and constitutional documents
[ ] (S) Fully diluted cap table, reconciled to share issues and board approvals
[ ] (S) All SAFEs, convertible notes, warrants and option grants, with terms
[ ] (S) Founder IP assignment and employment or contractor agreements
[ ] (A) Material contracts: customers, suppliers, partners
[ ] (A) Litigation, regulatory licences and compliance relevant to the sector
[ ] (A) Data protection: what personal data the company holds and on what basis

DECISION RECORD
[ ] Every key claim in the memo marked Founder reported, Corroborated, Disputed or Unresolved
[ ] Open items listed with owner and date
[ ] Checklist filed with the memo

When to use the checklist

Open it after a strong first meeting, when the team decides a deal is worth real time. Use it internally to plan who checks what. The founder-facing version, phrased as requests with reasons and deadlines, is the diligence information request list.

How to scale it by stage

  • Pre-seed: team, problem, early customers, cap table and IP. Many items will be Not needed.
  • Seed: add revenue reconciliation, customer calls and all convertible instruments.
  • Series A and later: add cohort data, management accounts, material contracts and a technical review.
  • Following another fund's lead: still check the claims your own memo relies on.

What to leave out

  • Requests for documents you will not read. Each one costs founders time.
  • Founders' personal financial records or background checks, unless you have a clear need, a lawful basis and their knowledge.
  • Employee-level personal data. An anonymised payroll summary usually answers the question.
  • Customer personal data. Ask for redacted contracts or aggregated exports.

Running the checklist with or without software

A shared document or spreadsheet is enough to run this checklist. If you want each item tied to a request and a file, Delsivo's founder requests and data rooms are designed for that: basic request forms and scoped file requests are planned for the Pilot release, and full data rooms with guest access and activity logs for the first release.

FAQ

Questions about vc due diligence checklist

Team, customers and revenue, product and technology, market, financials, legal and cap table, and a record of which claims were checked. Scale the depth to the stage.

Often a few weeks, depending on how organised the company is and how quickly customers and references respond.

Send them a request list built from it instead, with reasons and deadlines. The internal checklist includes notes they don't need.
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