Due Diligence Checklist for Startups: Pre-Seed to Seed

Due diligence is the stage where an investor stops listening to your story and starts checking it. For most pre-seed and seed rounds it is not an audit. It is a short, focused set of checks that answer four questions:

1. Ownership: does the company own what you say it owns, including the code, brand and customer relationships?
2. Numbers: are the metrics in your deck real, consistent and reproducible?
3. People: are the founders who they say they are, and will they stay?
4. Blockers: is there anything (a dispute, a messy cap table, a missing consent) that could stop the deal or create a problem later?

Everything below maps back to one of those four. If you can answer them quickly and consistently, diligence feels like confirmation. If you can't, it feels like an investigation.

What investors check, by stage

Pre-seed diligence is mostly about the founders and the setup. Seed diligence adds proof that the traction is what you say it is.

The questions investors actually ask

These are the requests that arrive by email after a strong partner meeting. Prepare an answer and a document for each before you need them.

• "Can you send the fully diluted cap table, including all SAFEs and the option pool?"
• "Who owns the IP? Are there signed assignments from every founder and contractor who wrote code?"
• "Can we see the raw data behind the revenue or usage chart?"
• "How do you define an active user (or retained customer)?"
• "What is your monthly burn, and how many months of runway does this round buy?"
• "Can we speak to two or three customers?"
• "Are there any outstanding claims, disputes or promises of equity to anyone?"
• "Who else is in the round, and who is leading?"
• "What are the vesting terms for the founders?"

A useful habit is to keep these questions and your answers in a single investor FAQ document. Every investor gets the same answer, worded the same way, which matters when partners compare notes. Our investor update template uses the same discipline for post-round reporting.

The pre-diligence checklist

Work through this before your first partner meeting, not after the term sheet.

1. Certificate of incorporation, current articles and register of members
2. A fully diluted cap table that matches the share register line by line (see the cap table checklist)
3. Signed IP assignment agreements from every founder, and from any contractor who built the product
4. Domains, trademarks and app store accounts registered to the company, not a person
5. Founder vesting documented in writing
6. A metrics sheet that reproduces every number on your deck, with definitions
7. Monthly burn, runway and a use-of-funds plan tied to milestones
8. Copies of any SAFEs, notes or side letters already signed
9. Key customer, pilot and supplier contracts, plus your terms and privacy policy
10. A short list of customers and former colleagues who have agreed to take a reference call
11. A written note on anything unusual: a co-founder who left, a pivot, a past dispute
12. One data room link with a "Start here" index (the seed data room checklist shows the folder order)

Item 11 matters more than founders expect. Investors find most issues anyway. Disclosing them first, with context, protects trust.

Asia-specific checks

If you raise across borders in Asia, expect a few extra questions:

• Holding structure. Many regional investors prefer a holding company in a familiar jurisdiction, such as Singapore. If you are operating through a local entity, be ready to explain the structure and any plan to restructure.
• Foreign ownership and licences. Some sectors and countries limit foreign shareholding or require licences. Know which ones apply to you.
• Intercompany agreements. If IP sits in one entity and revenue in another, document how they relate.
• Translated documents. Have English versions of key corporate documents ready.

These are general points for preparation. Have a qualified lawyer in each relevant jurisdiction review your structure; this is not legal advice.

Red flags that stall diligence

• Numbers that change between documents. The deck, model and metrics sheet must agree.
• Verbal equity promises. An advisor who was "promised 1%" is a cap table problem until it is documented or resolved.
• IP owned by a founder or an agency. Fix it with an assignment before the round, not during it.
• Slow, piecemeal responses. Each day of waiting gives the deal time to cool. Track every request and answer within a day where you can.

Run diligence like a process

The founders who move fastest treat diligence as a project: one tracker of every request, who owns it, and when it was sent. A complete data room plus an investor FAQ answers most questions before they are asked, which leaves partner time for the conversation that actually decides the round.