What should be in a Delaware startup's data room?

Typically: the certificate of incorporation, bylaws and board consents; the cap table, stock ledger, founder stock purchase agreements and 83(b) elections; SAFEs and side letters; the equity incentive plan and 409A reports; financial statements and the model; loans and UCC filings; Form D filings; invention assignment agreements for everyone who built the product; and the commercial and fundraising materials. This checklist (Data-room checklist v1, United States (2026)) marks each critical, important or nice to have.

Do you upload or store my documents?

No. The checklist runs in your browser, and a pasted file list is matched on your device. Downloading the PDF sends only the computed summary you can see on the page, and nothing is stored.

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Data-room checklist for a Delaware C-corp

Momentum dies when a founder scrambles for documents after a partner asks. This is the set a US seed to Series A investor expects from a Delaware company, by importance, with the reason behind each: the charter, the stock ledger, 83(b) elections, invention assignments, 409A reports and Form D among them. Tick what you have, or paste your data-room file list and we'll match it.

Selling to the UK too? The UK checklist covers articles, statutory registers and the Companies House filings instead.

Corporate & governance

Who the company is, legally, and proof that it was set up and run by the book.

Certificate of incorporation (as amended and restated)CriticalThe charter: authorized shares, preferred rights, protective provisions. Counsel reads it first.
BylawsCriticalHow the board and stockholders act. Missing or never-adopted bylaws are a basic hygiene flag.
Board and stockholder consents and minutesCriticalEvery stock issuance and option grant needs a board approval behind it. Unapproved grants are a classic finding.
Delaware certificate of good standingImportantConfirms the company is current with Delaware, including franchise tax. Closing checklists ask for one dated within days.
Delaware franchise tax and annual report receiptsImportantUnpaid franchise tax puts the company out of good standing. The bill is often far smaller than the notice suggests.
Foreign qualifications in the states where you operateNice to haveA Delaware company with staff or offices in California or New York must register there too.

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. It must reconcile with the stock ledger and the financing documents.
Stock ledger and certificates (or electronic issuance records)CriticalThe legal record of every issuance and transfer. A cap table without a ledger behind it is a spreadsheet.
Founder stock purchase agreements, with vestingCriticalHow the founders got their shares and what vests when. Investors check vesting before anything else on the team.
83(b) elections, with proof of filingCriticalA founder who missed the 30-day window can owe tax on every vesting date. It cannot be fixed later, so it is always asked.
SAFEs, convertible notes and side lettersCriticalThey convert into equity and change the cap table. Every instrument, and every side letter granting MFN or pro rata, must be here.
Equity incentive plan, option grants and their approvalsImportantShows the option pool is real, properly adopted and properly granted.
409A valuation reportsImportantOptions priced below fair market value without a 409A carry penalty tax for the holder. Investors check every grant date is covered.
Prior financing documentsNice to haveThe stock purchase, investors' rights, voting and ROFR/co-sale agreements from earlier priced rounds.

Financials

The numbers: what has happened, what is happening, and what you project.

Financial statements (audited or reviewed, if you have them)CriticalThe baseline every other number is checked against.
Recent monthly financialsCriticalCurrent trading and financial control. Investors expect monthlies that are no more than a month or two old.
Financial model / forecastCriticalHow you think about the business and the use of funds; a core diligence document.
Cash runway and burnImportantHow long the money lasts. Investors want one clear, current figure.
Federal and state tax returns (Form 1120)ImportantUnfiled returns or unpaid payroll tax are liabilities an investor will price in. R&D credits are checked too.
Sales tax position and nexusNice to haveA company selling into many states may owe sales tax in states it has never registered in.

Legal & contracts

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

Loans, security agreements and UCC filingsCriticalSecured debt ranks ahead of equity. Every loan, and every lien filed against the company's assets, must be disclosed.
Form D filings and state blue-sky noticesImportantA raise under Regulation D needs a Form D within 15 days of the first sale, plus notices in investors' states. Investors check they were made.
Key customer contractsImportantWhere the revenue comes from. Investors check concentration, termination rights and change-of-control clauses.
Key supplier and partner contractsImportantDependencies that could break the business; investors look for single points of failure.
Litigation and disputes summary (or a nil statement)ImportantUndisclosed disputes are a classic diligence landmine; a clear nil statement is reassuring.
Website terms and privacy policyNice to haveBasic compliance hygiene; their absence suggests corners cut elsewhere.

Intellectual property

Proof the company, and not a founder, a university or a contractor, owns what it has built.

Invention assignment agreements (PIIA / CIIAA) for everyoneCriticalEvery founder, employee and contractor must have assigned their work to the company. The most common fatal gap in US diligence.
Assignment of anything built before incorporationCriticalCode or inventions from before the company existed belong to the person who made them until assigned.
Patents, trademarks and domains, with USPTO assignment recordsImportantWhat is registered, and in whose name. The USPTO's own assignment record is what an investor will check.
Open-source and third-party licence complianceNice to haveCopyleft or unlicensed dependencies can contaminate proprietary code; increasingly checked.

People & HR

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

Offer letters and employment agreementsImportantConfirms at-will terms, equity promised, and confidentiality for everyone on the team.
Contractor agreements, with IP assignmentImportantContractors need written agreements that assign their work. Misclassified contractors are a liability in some states.
Org chart and hiring planNice to haveShows how the raise turns into a 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 check the deck against this.
Customer, cohort and retention dataImportantRetention is where 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, and the compliance boxes investors expect ticked.

Pitch deckImportantThe story the rest of the room is checked against.
Use of fundsImportantHow this round's money is spent and what it buys.
Privacy compliance (state privacy laws; HIPAA if you handle health data)ImportantHealth data, children's data or California consumers each bring obligations an investor will ask about.
Sector licences and regulatory clearances (if applicable)ImportantIn regulated sectors, operating without the right permission is existential: an FDA clearance, a money-transmitter licence.
Insurance policiesNice to haveShows the business is covered against the obvious operational risks, including directors and officers.

A preparedness checklist, not legal advice and not a guarantee of any fundraising outcome. Every process differs; treat this as the typical baseline and adapt it with your counsel.