Founder Guide
The seed-round due diligence checklist
Every document investors expect at seed and pre-seed, organised by section. Check your readiness in 60 seconds.
By Herzel Mishel, founder of PrimeVDRLast updated
6 sections · 14 documents
Seed-round due diligence is lighter than Series A. Most seed investors want to verify three things: that the team is real and credible, that the market is large and the product is in motion, and that the cap table and corporate structure are clean. The checklist below reflects what the top 20% of deals at seed actually contain — not the maximum possible scope, but the minimum that signals you are a serious founder who runs a clean process.
01
Overview
The documents investors see first. Your pitch deck should tell the full story; the executive summary lets them brief their partners.
- Pitch Deck — Your main narrative: problem, solution, market, traction, team, and ask. 10–15 slides. PDF format.
- Executive Summary — One-page or two-page brief. Partners use this to get aligned before the full deck review.
02
Team
Investors fund people first. Bios give them the signal they need to pattern-match against.
- Team Bios — LinkedIn-equivalent background for each founder and key hire. Domain expertise + why this team for this problem.
- Org Chart — Who reports to whom and any open key hires. Optional pre-seed but expected by Series A.
03
Product
Show that the product is real and the roadmap is credible.
- Product Demo — A Loom, interactive demo, or PDF walkthrough. Live access to a test environment is even better.
- Product Roadmap — What ships in the next 12–18 months. Tied to milestones, not wishes.
04
Market
Investors need to size the prize before they can decide if the return math works.
- Market Analysis — TAM/SAM/SOM with sources. Bottom-up sizing preferred over top-down. Include the competitive landscape thesis.
- Competitive Landscape — The honest 2x2 or table. What you win on and where competitors are stronger. Investors already know your competitors.
05
Financials
The section investors spend the most time on. Missing financials signal either inexperience or something to hide.
- Financial Model — 18–36 month P&L with assumptions explicit (ACV, conversion rate, headcount ramp). Sensitivity table is a bonus.
- P&L — Historical if you have it (even 3 months of actuals is credible). Projected P&L if pre-revenue.
- Cap Table — Current shareholders, option pool size, any SAFEs or convertible notes outstanding with terms.
06
Legal
Clean legal signals that you are fundable and that the investment will close without surprises.
- Certificate of Incorporation — Delaware C-Corp preferred by most institutional investors. If you are not yet incorporated, note it.
- IP Assignments — Founders must have assigned all relevant IP to the company. Investors require this before closing.
What investors actually check first
Most seed investors open the cap table before they finish the pitch deck. They are checking for: (1) founder ownership — if founders own less than 60% combined, something has gone wrong; (2) option pool — should be 10–15% pre-money for a seed round; (3) SAFEs and notes outstanding — the amount and valuation caps determine how much dilution they are signing up for alongside. The financial model is the second screen: they want to see the assumptions on the Inputs tab, not the output charts.
Check your readiness in 60 seconds
The Pitch Deck Grader runs this same checklist in your browser. Check the documents you have and get an instant score with a prioritised fix list.
Grade my data room →Frequently asked questions
How is a seed due diligence different from Series A?
Series A investors will want audited financials (or reviewed), customer contracts, technical architecture docs, employment agreements, all outstanding litigation, and a deeper market analysis with cited sources. At seed, most of that is optional — investors know they are betting on team and early signal, not a complete paper trail. Focus on the 14 documents above and you are ahead of 80% of seed decks.
Do I need all 14 documents before I send my room?
No. The Room Readiness Score rewards progress, not perfection. A pitch deck, a financial model, and a clean cap table already score above 50. The checklist tells you what investors will ask for in due diligence — you do not need it all before the first meeting, but you should have it all before you sign a term sheet.
Should I NDA-gate my data room?
At seed, most investors will not sign an NDA before looking at a deck. For the early pitch deck and overview, skip the NDA gate. Once an investor requests the financial model and cap table, an NDA request is reasonable and expected. PrimeVDR lets you add an NDA gate to specific rooms, not the whole account.
What format should my pitch deck be in?
PDF is the safest choice. Google Slides and Keynote links sometimes have permission issues, and investors often want to download a copy. Export to PDF, make sure charts render cleanly, and check that the file is under 10MB for fast loading.
Build your data room in 60 seconds
Use the Standard Startup template to set up all 6 sections with the right expected documents — ready to share with investors before your next meeting.