Startup Due Diligence Checklist Before Seed or VC Funding: 50 Documents Investors Commonly Review

Before seed or VC diligence, build a controlled data room covering incorporation, ownership, statutory filings, finance, tax, intellectual property, people, contracts, licences, privacy, disputes and foreign investment. Reconcile the cap table with MCA filings and actual money receipts. The 50-document checklist below is a starting point; the investor and sector may request more or fewer records.

Investors need to know that the company exists, owns its securities properly and has authorised past decisions. Start with incorporation documents, memorandum, articles, current registers, minutes, annual filings and a fully diluted cap table. Compare every historical allotment to bank receipts and filed returns.

Do not hide a missing certificate or late filing in a folder named “miscellaneous”. State the defect and proposed remedy. A clean issue log is often more persuasive than a data room that appears complete until an investor cross-checks public MCA information.

• Version the cap table and share history.
• Reconcile MCA, registers and certificates.
• Log unresolved compliance gaps.

Provide audited statements where available, recent management accounts, bank statements, budgets, revenue detail and debt records. Distinguish signed contracts from pipeline and cash receipts from invoiced sales. A model should reconcile to actual numbers before it projects growth.

Tax and GST registrations, returns, assessments and disputes belong in the file. Prior grants, loans or convertibles can carry restrictions or conversion rights that change the new investor’s economics.

• Separate actuals from forecasts.
• List all outstanding obligations.
• Explain tax and grant contingencies.

A startup should be able to show who owns its code, brand, inventions and data. Founder, employee and contractor assignment documents matter especially when the product was built before incorporation. Material customer and vendor contracts show revenue quality and termination risk.

Employment, ESOP and privacy records can be equally material. Review whether customer data use matches contracts and published notices. A regulated fintech or health product may need licences or partner approvals beyond an ordinary software company.

• Trace IP creation and assignment.
• Index material commercial contracts.
• Check staff, option and data records.

Disclose litigation, claims, regulatory notices and related-party transactions with status and supporting documents. Non-resident investment requires a separate file of route, valuation, remittance, FC-GPR, transfer and annual reporting as applicable.

Once the data room is indexed, control access and keep a question log. The aim is to shorten the path from term sheet to signed agreements and allotment, not to publish sensitive customer data without safeguards.

• Maintain a live litigation schedule.
• Reconcile foreign-investment filings.
• Use access-controlled, dated folders.

A short decision note should explain why the chosen route fits the facts, which authority controls the point, what was checked and which assumptions remain open. For startup due diligence checklist, the note should also identify the responsible person, the next filing or approval event and the evidence that supports each conclusion.

Keep the note with board materials, agreements, portal acknowledgements and professional advice. This simple record helps founders answer investor, lender and regulator questions without reconstructing the reasoning months later. Update it whenever the business model, ownership, money flow, instrument terms or scheme status changes.

The exact set depends on the transaction, but the working file should make the facts easy to test. Start with these records and add authority-specific forms or declarations where required:

• 01 Certificate of incorporation.
• 02 Memorandum of association.
• 03 Articles of association.
• 04 Current company master data.
• 05 Board minutes and resolutions.

Use dated versions and keep a clear approval trail. A missing email, valuation input or portal receipt can become a material due-diligence issue even when the commercial decision itself was sound.

Use the facts of the proposed transaction to test each row before choosing a route.

Work through these steps using dated documents, not assumptions made in a pitch deck.

1. 01 Certificate of incorporation.
2. 02 Memorandum of association.
3. 03 Articles of association.
4. 04 Current company master data.
5. 05 Board minutes and resolutions.
6. 06 Shareholder minutes and resolutions.
7. 07 Statutory registers.
8. 08 Share certificates.
9. 09 Fully diluted cap table.
10. 10 Historical allotment and transfer schedule.
11. 11 PAS-3 and other issue filings.
12. 12 Annual returns and financial-statement filings.
13. 13 Beneficial-ownership declarations.
14. 14 Founder and shareholders agreements.
15. 15 Prior funding term sheets and subscription agreements.
16. 16 Convertible note, CCPS and CCD instruments.
17. 17 ESOP scheme approvals.
18. 18 Option grant and exercise register.
19. 19 Audited financial statements.
20. 20 Recent management accounts.
21. 21 Bank statements.
22. 22 Budget and financial model.
23. 23 Revenue by customer and product.
24. 24 Debt and security documents.
25. 25 Grant or subsidy agreements.
26. 26 Income-tax returns.
27. 27 GST registrations and returns.
28. 28 Tax notices and assessment orders.
29. 29 Material customer contracts.
30. 30 Material vendor and technology contracts.
31. 31 Founder IP assignment deeds.
32. 32 Employee IP and confidentiality agreements.
33. 33 Contractor development and assignment contracts.
34. 34 Trademark, patent and domain records.
35. 35 Open-source software policy and inventory.
36. 36 Employment offer and policy records.
37. 37 Payroll and statutory employment compliance.
38. 38 Key-person and adviser agreements.
39. 39 Product licences and regulatory approvals.
40. 40 Insurance policies.
41. 41 Privacy notice and data-processing contracts.
42. 42 Cyber incident and access-control records.
43. 43 Litigation and claims schedule.
44. 44 Related-party transactions and approvals.
45. 45 Real-estate and lease documents.
46. 46 Foreign-investment route and valuation file.
47. 47 Inward-remittance and investor KYC evidence.
48. 48 FC-GPR and FC-TRS acknowledgements.
49. 49 Annual FLA returns where applicable.
50. 50 Material board-approved risk and compliance policies.

The following shortcuts frequently create avoidable legal or filing work later.

• Uploading a cap table that differs from statutory registers.
• Presenting unsigned sales pipeline as booked revenue.
• Sharing raw customer data without access controls.

A fact-specific review should test the chosen route, evidence and filing sequence before money or customer commitments make a correction expensive.

For a fact-specific review, share the proposed activity, ownership, funding instrument and present stage with Sunny G And Co. at contact@cssunnygupta.com. The scope and professional fee should be agreed only after the facts and required filings are clear.

If the issue involves actual filings or structuring, these service pages describe the relevant scope of work. They do not change the eligibility and approval tests explained above; the right route still depends on the company’s documents and intended activity.

• Due Diligence
• Company Law Compliance
• Fema Compliance For Foreign Owned Companies

This article was last reviewed on 15 September 2026. Rules, portal status and filing practices can change, so check the current authority before acting.

• Ministry of Corporate Affairs: Companies Act, 2013
• RBI Master Direction on Foreign Investment in India
• RBI Foreign Exchange Management reporting regulations