# VC due diligence checklist by stage

> 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.

Source: https://delsivo.com/templates/vc-due-diligence-checklist · Updated 2026-11-06

## 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):

```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](https://delsivo.com/templates/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](https://delsivo.com/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.

## Frequently asked questions

### What should a VC due diligence checklist include?

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.

### How long does seed-stage diligence take?

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

### Should founders see the checklist?

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

## Related pages

- [VC due diligence process](https://delsivo.com/vc-due-diligence-process)
- [Due diligence](https://delsivo.com/glossary/due-diligence)
- [Diligence information request list](https://delsivo.com/templates/diligence-information-request-list)
- [VC due diligence software](https://delsivo.com/vc-due-diligence-software)
