What’s worth saying is how to think about one, because the most common mistake at this stage isn’t leaving something out — it’s building a battleship when you’re rowing a dinghy, or the reverse.
Treat what follows as an à la carte menu, not a checkbox list. It depends, and it depends a lot. A business raising a pre-seed looks nothing like a company on its last round before an IPO. And most institutional investors turn up with their own list anyway — so your job isn’t to guess their checklist. It’s to have your house in order, so that whatever they ask for is already sitting where they’d look for it.
Here’s the line to anchor everything else on: the complexity of your round should drive the complexity of your tooling and content. Raising a Series A from two competing VCs who already know you? A tidy shared drive and a good afternoon will do it. Running a process with multiple existing shareholders, a few potential leads, and a lead investor doing real diligence? Different animal. Build for the round you’re actually in.
Before the menu: someone has to own it Link to heading
One structural thing decides whether any of this works. Preparing a dataroom is a side job for everyone involved — the CFO fits it around the monthly close, the CEO “controls” it by being cc’d, three other people own a folder each. That’s how you end up with gaps nobody sees, two documents that quietly contradict each other, and a four-day lag on every request because no single person can see the whole board.
Name one owner. Not a committee — one person who, for the duration, knows where every document lives, who owns the answer to any question, and how old every number is. Everything below is easier when there’s a single throat to choke.
The menu Link to heading
Take what your round needs and leave the rest.
Intro. At least a pitch deck and basic company info. If an information memorandum was written, it lives here too. This sets the narrative frame; everything else either confirms the story you told here or quietly undermines it.
Corporate. Incorporation documents, articles, shareholder agreements, board minutes and resolutions, the shareholder register, SAFEs / convertibles / warrants / option schemes, and prior-round documentation. This is where a messy cap table or a handshake option promise from three years ago comes back to bite — reconcile the register against every instrument you’ve ever issued before anyone else does it for you.
Finance. Historic P&L, balance sheets, cash flow, the last two or three months of bank transactions, audited accounts, budget and projections, debt facilities, tax / VAT / payroll, and R&D. The model has to reconcile with the audited accounts and the bank statements. If your history and your projections live in different universes, that gap is the conversation you’ll spend the round having.
Commercial. Revenue and revenue analysis — churn, retention, pipeline, top customers — plus pricing, standard terms, and your market mapping. This is where the thesis is won or lost. Customer concentration and churn are the two things a serious investor will find whether you surface them or not, so surface them.
Tech. Architecture, stack, infrastructure, third-party dependencies and SBOM, a zoom-in on the big costs (usually cloud spend), SLAs, uptime history, security (pen tests, reports, incidents), and standards (ISO, SOC). Keep it to a summary here — flag cloud spend proactively, because a PE buyer’s technical advisor will model it as a lever on day one. The deep version of this is its own process, and its own follow-up post.
People. Org chart, hiring plans, the standard employment contract and any deviations or amendments, benefits and policies, and any live or recent HR issues. The deviations are the story — the founder-era comp deal, the side-letter equity promise. And an unresolved HR matter you didn’t disclose is a warranty problem waiting to happen.
Legal. Data privacy, GDPR amendments if you operate in Europe, a data-breach register (ideally blank), and your standard company policies. A blank breach register is a feature. An empty policies folder is a flag.
Transaction. Anything specific to this raise — disclosures, warranties, terms. This is the one folder that’s about the deal rather than the company, and it grows as the round progresses.
Tooling: match the tool to the round Link to heading
A Google Drive or Dropbox link genuinely works, and for a simple round it’s the right call. The fancier dataroom tools earn their keep when you need to control who sees what and track what’s actually been opened — which becomes valuable exactly when you have multiple parties at different stages and staged disclosure to manage.
Two small things that pay off regardless of tool. First, if the whole thing starts to sprawl, drop an index spreadsheet in the root — “this folder contains X, Y, Z” — so people can find what they’re looking for without emailing you. Second, whatever you use, make the numbers reconcile across every document in it. An investor who catches one inconsistency stops trusting the room and starts re-checking everything, and that is the single fastest way to turn a two-week process into a two-month one.
Curate the warts — don’t bury them Link to heading
Every company has three or four things it would rather not put in the room: the concentration risk, the messy contract, the founder loan, the metric that’s flattering until you read the footnote. Bury them and one of two things happens — they surface in diligence, and now the story is that you hid it, which reprices trust across the whole deal; or they surface after close, which is a lawsuit with your name on it. Surface them yourself, framed, with the plan that shows you’re managing them. Sophisticated money isn’t scared of warts. It’s scared of teams that don’t seem to know their own.
The rule, restated Link to heading
You can spend a week building a dataroom or you can spend a day, and the right answer is entirely a function of the round you’re running. Overkill for a two-VC Series A is a waste of the time you should be spending on the business. Underkill for a complex, multi-party round is how good deals go lukewarm.
So the whole thing collapses to one rule of thumb: the complexity of your round should drive the complexity of your tooling and content. Match the room to the deal, put one person on the wheel, and keep it honest with itself. Everything else is detail.