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Startup data room checklist: 50 documents by stage

A pre-seed data room needs about 20 documents; by seed it is 44 and by Series A all 50 on this list. Build it before the first investor asks, because the slow items (signed IP assignments, 83(b) proofs, good-standing certificates) take weeks to chase.

Updated Nov 1, 2026 · Rules checked against official sources on Nov 1, 2026

Download the files

Data room checklist Status dropdowns, filters and a progress sheet by stage XLSX · 12 KB XLSX
Data room checklist For Google Sheets, Notion or Airtable import CSV · 9 KB CSV

Make a copy in Google Sheets: open sheets.new, choose File > Import > Upload and pick the XLSX or CSV.

Free to use and edit. Not legal or tax advice: check your situation with a lawyer or accountant before you sign or file.

What's in the file

10 folders, from 00 Start here to 09 Round, numbered so they sort in the order investors read.
For each document: why investors ask for it and the stage it is usually needed by.
US, Canada and Australia notes where the rule differs: Delaware franchise tax, the CBCA securities and ISC registers, the ASIC members register.
A Progress sheet that counts what is uploaded (or N/A) against what your stage needs.

Preview

First rows of the checklist (50 rows in the file)
Folder	Document	Needed from
01 Corporate	Certificate of incorporation and any amendments	Pre-seed
01 Corporate	Board and stockholder consents and minutes	Pre-seed
01 Corporate	Certificate of good standing (recent)	Seed
02 Cap table	Fully diluted cap table	Pre-seed
02 Cap table	Founder 83(b) elections with proof of timely filing	Pre-seed
02 Cap table	All SAFEs, convertible notes and side letters (signed)	Pre-seed
05 Legal and IP	Founder IP assignment agreements	Pre-seed
07 Customers	Cohort retention and churn data	Seed

How to use it

Create the 10 folders in Google Drive, Dropbox, DocSend or your data room tool, using the numbered names so they sort correctly.
Filter the Needed from column to your stage and work through those rows first.
Set Status to Uploaded, In progress or N/A as you go; the Progress sheet shows how ready you are.
Put the file link in column I so the index doubles as a table of contents for investors.
Before you share, check that the cap table, deck and financial model show the same numbers.

Worked example

A two-founder Delaware C-corp raising a $1.5M seed on SAFEs needs the 44 pre-seed and seed rows. The ones that usually take longest: a recent Delaware good standing certificate (the annual report and franchise tax are due by 1 March, with a $200 penalty plus 1.5% a month if missed), signed IP assignments from every contractor who wrote code, and proof that both founders filed 83(b) elections within 30 days. If the company was flipped from a Canadian or Australian company, add the org chart showing the local subsidiary.

Who it's for

United States: Delaware C-corps: good standing, franchise tax receipts, 83(b) proofs and the stock ledger are the usual gaps.
Canada: CBCA corporations must keep a securities register and, for most, a register of individuals with significant control with their corporate records.
Australia: Every company must keep a register of members with allotment dates, numbers and classes of shares; ASIC must be told about share issues.

Official sources

Checked on Nov 1, 2026. Rules change; confirm on these pages before you file.

Frequently asked questions

What should be in a startup data room?

Corporate documents, the cap table and every signed equity document, financials and tax filings, IP assignments and key contracts, product and customer evidence, team information and the current round terms. The checklist lists 50 documents in 10 folders.

What goes in a pre-seed data room?

Keep it small: the deck, a one-page summary, incorporation documents and board consents, the cap table, founder stock agreements and 83(b) proofs, signed SAFEs, IP assignments, a simple model and your metrics. That is about 20 items on this list.

When should I set up a data room?

Before you start pitching. Investors who like the first meeting ask for documents within days, and chasing signatures then slows the round.

Do I need paid data room software?

Not at pre-seed or seed. A shared folder with view-only links works. Paid tools add view tracking and permissions, which matter more in larger rounds.

Is this checklist legal advice?

No. It is a general list. Your lawyer and the lead investor may ask for more, especially in regulated industries.

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