What should be in a startup data room for fundraising?

A UK pre-seed to Series A data room typically covers: corporate & constitutional documents, the cap table and equity paperwork, financials (accounts, management accounts, model), legal & contracts, IP assignments, people/HR, commercial traction, and the fundraising materials. This free checklist (Data-room checklist v1 (2026)) flags what's critical, important, or nice-to-have, and what you're missing.

Do you upload or store my documents?

No. The checklist runs entirely in your browser. If you paste a file list, the matching happens on your device — nothing is uploaded or stored. It's a preparedness checklist, not legal advice.

Free data-room checklist — what investors expect to find

Corporate & constitutional

Who the company is, legally — the documents that prove it exists and how it's governed.

Certificate of incorporationCriticalProves the company legally exists; the first thing a lawyer checks.
Articles of association (current)CriticalThe company's constitution — share rights, transfer restrictions, decision-making. Must be the version currently in force.
Shareholders' agreementCriticalGoverns investor rights, drag/tag, consents. Its absence (or a messy one) is a red flag.
Statutory registers (members, PSC, directors)ImportantThe legal record of who owns and controls the company; must reconcile to the cap table and Companies House.
Board minutes & written resolutionsImportantEvidence that share issues, option grants and key decisions were properly authorised.

Cap table & equity

Exactly who owns what, on a fully-diluted basis, with the paperwork behind every line.

Current cap table (fully diluted)CriticalThe single most-requested document. Must reconcile with the registers and prior-round paperwork.
Share issue paperwork (SH01 / subscription agreements)ImportantProves each allotment was valid; gaps here undermine the whole cap table.
Option scheme rules + grant agreements (e.g. EMI)ImportantShows the option pool is real and properly documented; investors check dilution and EMI validity.
SAFEs / convertibles + side lettersCriticalThese convert into equity and change the cap table; every instrument and side letter must be here.
Prior funding round documentsNice to haveTerm sheets and closing docs from earlier rounds — investors trace the history.

Financials

The numbers: what's happened, what's happening, and what you project.

Statutory accounts (since incorporation / last 2 years)CriticalThe audited/filed baseline; late or missing accounts stall diligence immediately.
Management accounts (recent monthly)CriticalShows current trading and financial control — investors expect up-to-date monthlies.
Financial model / forecastCriticalHow you think about the business and the use of funds; a core diligence artefact.
Cash runway / burn analysisImportantHow long the money lasts; investors want a clear, current runway figure.
Tax position (VAT, PAYE, corporation tax, R&D)ImportantOutstanding tax or a shaky R&D claim is a real liability an investor will price in.

Legal & contracts

The obligations the company is bound by — and anything that could bite an investor later.

Debt / loan agreements + registered chargesCriticalSecured debt ranks ahead of equity; every loan and charge must be disclosed and explained.
Key customer contractsImportantWhere the revenue actually comes from; investors check concentration and termination rights.
Key supplier / partner contractsImportantDependencies that could break the business; investors look for single points of failure.
Website terms & privacy policyNice to haveBasic compliance hygiene; their absence signals corners cut elsewhere.
Litigation / disputes summary (or a nil statement)ImportantUndisclosed disputes are a classic diligence landmine; a clear nil statement is reassuring.

Intellectual property

Proof the company — not a founder or a contractor — actually owns what it's built.

IP assignment agreements (founders & contractors)CriticalWithout these, the company may not own its own product — one of the most common fatal gaps.
IP assignment in employment/consultant contractsCriticalEvery person who built the product must have assigned their work to the company.
Trademarks / patents / domains registerImportantWhat's registered, where, and in whose name; investors check it's held by the company.
Open-source / third-party licence complianceNice to haveCopyleft or unlicensed dependencies can contaminate proprietary IP; increasingly checked.

People & HR

The team and the agreements that keep them (and their work) with the company.

Employment contracts (all staff)ImportantConfirms terms, notice, and IP/confidentiality clauses for everyone on the team.
Founder service agreementsImportantInvestors want founders committed, with vesting/leaver terms and IP tied down.
Consultant / contractor agreementsImportantContractors must have valid contracts with IP assignment and confidentiality.
Org chart & hiring planNice to haveShows how the raise translates into team; a quick credibility signal.

Commercial & traction

Evidence the business is working — the metrics investors will pressure-test.

KPI / metrics dashboardImportantThe numbers behind the story (MRR, growth, retention); investors verify the deck against this.
Customer / cohort / retention dataImportantRetention is where real product-market fit shows; expect scrutiny here.
Sales pipelineNice to haveForward-looking revenue evidence; supports the forecast.
Product roadmapNice to haveWhere the product is going; helps investors judge the use of funds.

Fundraising & compliance

The materials for this raise, plus the compliance boxes investors expect ticked.

Pitch deckImportantThe narrative the rest of the room is checked against.
Use of fundsImportantHow this round's money is spent and what it buys (milestones/runway).
Data protection / GDPR (ICO registration, policies)ImportantBasic regulatory hygiene; gaps are cheap to fix but bad to be caught on.
Sector licences / regulatory permissions (if applicable)ImportantIn regulated sectors, operating without the right permission is existential.
Insurance policiesNice to haveShows the business is protected against obvious operational risks.

Data-room completeness checklist