Founders usually build a data room in a hurry, the week an investor asks for one. Documents come from email attachments, a lawyer's folder and a co-founder's laptop. Some are missing, some are out of date, and the cap table does not quite match the signed documents. None of that is unusual, but each gap costs time in a round where momentum matters.
Knowing what goes in a startup data room before anyone asks lets you fix gaps calmly instead of under pressure. The sections below set out the folders most investors expect, what to share at each stage, the problems that slow diligence most often and how to keep the room under control. It is written for founders, and it is just as useful for fund teams deciding what to request.
What a data room is for
A data room is an organised set of evidence that lets an investor check what you have told them. As NTU TEC, the entrepreneurship centre at National Taiwan University, puts it, a data room is not a cloud folder. It is the place where the claims in your deck meet the documents behind them.
Investors do look. In a survey of venture capitalists by Gompers, Gornall, Kaplan and Strebulaev, firms reported spending an average of 118 hours on due diligence per deal and calling about 10 references. Early-stage firms spent less time than late-stage ones, but the direction is the same: a well-organised room means fewer follow-up questions and fewer delays.
What goes in a startup data room, folder by folder
A seed-stage checklist published in June 2025 by Jason Acevedo of the law firm Klehr Harrison Harvey Branzburg groups documents into company and capitalisation, financials, intellectual property, material agreements, team and HR, regulatory and litigation, and previous financings. The table below uses a similar grouping with seven folders.
| Folder | What goes in it | When to share |
|---|---|---|
| Corporate | Certificate of incorporation and amendments, bylaws, board and shareholder consents | When an investor enters diligence |
| Cap table and round | Fully diluted cap table including SAFEs, notes and options; option plan; prior SAFE, note or share purchase agreements | When an investor enters diligence |
| Financials | Monthly profit and loss, balance sheet and cash flow for the last 12 to 18 months where available; budget and runway; projections with assumptions | Summary early, detail in diligence |
| Customers | Customer contracts, pipeline, usage or retention data, each metric with its definition and period | Metrics early, contracts later |
| Product and IP | IP assignment agreements from founders, employees and contractors; patents and trademarks; list of open-source licences | When an investor enters diligence |
| People | Offer letters, employment and contractor agreements, advisor agreements, option grants | In diligence, with personal data limited |
| Legal and compliance | Privacy policy, data processing terms, permits or licences, any disputes or demand letters | In diligence, sensitive items after terms |
Start small. A two-person pre-seed company might have six documents in total, and that is fine. Investors expect the room to match the stage. A Series A room adds more detailed financials, cohort data and key contracts. Our startup data room checklist lists each item so you can tick them off.
Share in tiers, not all at once
You do not need to give every investor every document on day one. NTU TEC's guide describes three tiers: a public summary, such as the deck, a one-page overview and a financial summary, around the first meeting; verification material, such as the cap table, financial statements, customer evidence and a contract list, when an investor shows intent and enters diligence; and sensitive documents, such as full contracts, personal data and technical detail, after an NDA or once term sheet talks begin.
- 1Before you start meeting investors, prepare tier one and check the numbers in it match your deck.
- 2Build tier two in parallel, so you can open it within a day of an investor asking.
- 3Hold tier three until an investor is close to terms, and share only what they need.
- 4Remove or redact personal data that investors do not need, such as employees' home addresses or salary details beyond what diligence requires.
- 5Keep a note of who has access to which tier, and remove access when a conversation ends.
Gaps that slow diligence down
Most delays come from a short list of problems that are much easier to fix before a round than during one.
- Missing IP assignments. The Klehr checklist names missing assignments from early contractors as a common mistake, because investors then worry the company does not own its technology. Its advice: track every contributor and have them sign an assignment before diligence begins.
- A cap table that does not match the documents. Every SAFE, note, option grant and share issue should appear, and the totals should match the signed paperwork.
- Metrics without definitions. If your deck says 40 customers, the room should show which 40, whether they pay, and over which period.
- Numbers that changed without explanation. If revenue in the room differs from the deck you sent last month, add a short note saying why. A silent change looks worse than an honest update.
- Unsigned or missing board consents for past share issues or option grants.
- Personal data shared too widely, such as a full employee spreadsheet when an investor only needs headcount and roles.
Your lawyer can help with corporate and IP gaps. In the United States, many financings are documented using the NVCA's model legal documents, such as the stock purchase agreement and investors' rights agreement, and what the data room contains often feeds into the disclosures in those documents.
Keep the room organised and current
- Use the same folder names and order every time, so investors find things without asking.
- Name files with a date and version, such as "Cap table 2026-10-31", and keep old versions in an archive folder rather than overwriting them.
- Add a one-page index at the top listing every document and its date.
- Answer questions in writing, next to the file they relate to, so you do not answer the same question for each investor.
- Choose a tool with access control, expiry, view-only options and an activity log. A shared folder with "anyone with the link" access is easy to start with and hard to control.
- Update the room whenever a number in your deck changes.
For the fund's side of the same process, see our guide to the VC due diligence process. Our founders page explains what founders can expect when a fund uses Delsivo, and the planned fundraising CRM shows how a founder could track a round, after the first release.
Where Delsivo fits
Delsivo is a tool for venture funds, and founders use it free through the fund's branded portal. In the pilot release, a fund sends scoped file requests and follow-up forms, and you upload through a secure founder link. Uploads are scanned for malware before anyone opens them, and the fund sees which items are still outstanding, so reminders go only for what is missing.
Full data rooms are planned for the first release. The design uses folders for Corporate, Financials, Customers, Product and IP, Security, People and Round Documents, with item states from Requested to Accepted, file versions, file-level questions, named guests with expiry, watermarks, NDA acknowledgement and an activity log. Founders never see the fund's internal ratings or notes. The data rooms page describes the planned design.
Sources
- Jason T. Acevedo, Klehr Harrison Harvey Branzburg: Due-Diligence Ready, Building a Data Room that Wins Investor Confidence (30 June 2025) (checked 6 November 2026)
- NTU TEC: Startup data room checklist (checked 6 November 2026)
- Gompers, Gornall, Kaplan and Strebulaev: How Do Venture Capitalists Make Decisions? (NBER Working Paper 22587, September 2016) (checked 6 November 2026)
- NVCA: Model legal documents (checked 6 November 2026)
Delsivo publishes this guide and makes software for venture funds, so we have a stake in the topic. Facts about other companies, research and regulations come from the sources listed, on the dates shown, and can change. Corrections are welcome through our contact page.