Investors ask for the same categories of documents every time, in roughly the same order. Build the data room to that list before it arrives, and due diligence becomes a walkthrough of work already done.
The request list an investor sends in due diligence (selskapsgjennomgang) is standard. The same category structure has circulated in Norwegian angel and venture practice since the late 2010s, so you can build to it before it arrives.
Build the data room (datarom) in the list’s own order, one folder per category. The folder tree and the request list are then the same document, and every question an investor asks has an address.
Completeness and order carry information of their own. A company that produces the full corporate history within a day is telling an investor something about how it is run, and so is a company that takes three weeks to find its own board minutes.
Scope the list honestly. A pre-revenue company with two founders and no employees will legitimately mark half of these lines as not applicable. Mark them deliberately, with a reason, and leave none blank.
Where to start, by raise
The list is the same for every company. Where the gaps will be, and who sends the list, depends on your situation.
First raise. Most of the corporate and financial folders are a morning’s work. The gaps will be in intellectual property and people: code written before incorporation and never assigned, founders with no employment contract and no vesting, a contractor with no assignment clause. Fix those before the room opens, since they are the items investors most often cannot get past.
Second raise. The room from the last round is your starting point, and its closing record is your first index. Add the last round’s documents (the resolution, the registration confirmation, the updated share register, the shareholders’ agreement and every side letter) and refresh everything that has a date on it.
With a lead already committed. The lead’s counsel will send their own list. Map it to your folders, keep the room as it is, run one question log for the lead and every co-investor, and agree with the lead which version of the room is the one the warranties will be given against.
Without a lead. Several investors will be in the room at once and none of them will coordinate. Give access per person, answer every question once in the shared log, and refresh the live items on a schedule, so that the fourth investor sees the same room as the first.
Ground rules before you share
Sign a mutual non-disclosure agreement, at this stage and not earlier. Most angels and funds decline to sign anything at pitch stage; the agreement belongs to the point where real documents change hands. Make it mutual, cover the fact that discussions are taking place, and agree in it how a completed deal will be announced.
Time-limit the confidentiality. Obligations should run for as long as disclosure could still damage the company. Avoid the sprawling US-standard templates; their delete-every-copy duties cannot be honoured against normal backup systems.
Give access per person. Name every user, note which investor group they belong to, and remove them when their workstream closes.
Agree what may be downloaded or printed before anything sensitive goes in, since salary data and customer contracts are easier to share once the rule is written down.
Route follow-up questions in writing, into one numbered log tied to the checklist items, so every investor sees the same answer to the same question.
Date every document, and keep an index with a status column.
The checklist
Work through it category by category. For every line, either put the document in the room or write why it does not apply; the third column is where early-stage companies most often stall, so check it first.
Corporate
Document
What it is
Common gap
Formation document (stiftelsesdokument)
The document establishing the company, with the founding subscriptions
Never located after the accountant who filed it changed firm
Articles of association (vedtekter) in force
The company’s constitution: share classes, consent and pre-emption rules, board composition
Never updated after later rounds changed the share structure
Company certificate (firmaattest)
Proof from the Register of Business Enterprises (Foretaksregisteret) that the company is registered and who may sign for it. Order it fresh
A certificate months old, ordered for something else
Register transcript (registerutskrift)
The entry in the Central Coordinating Register for Legal Entities (Enhetsregisteret)
Registered activity codes that no longer describe the business
Board minutes (styreprotokoll), three years
Signed minutes of every board meeting, including written procedures
Decisions taken in a message thread and never minuted
General meeting minutes (generalforsamlingsprotokoll), three years
Every ordinary and extraordinary meeting, with the resolutions passed
Annual general meetings held informally, with no record
Group structure, if any
Parent, subsidiaries, and any intra-group agreements
Assets or contracts sitting in a founder’s separate company
The registration made to Brønnøysundregistrene, including a nil result
Never registered at all
Share capital and ownership
Document
What it is
Common gap
Share register (aksjeeierbok)
The company’s own record of shareholders and holdings. It is the company’s duty to maintain it, and anyone may demand access
Maintained as a spreadsheet that disagrees with the registered capital
Share capital history
Every issue with its resolution, subscription price and registration confirmation
A round resolved but never registered
Options, warrants and incentive schemes with their rules
Every award, its strike, vesting and expiry, reconciled to the cap table
Verbal option promises to early employees, with nothing signed
Convertible loans and any similar instrument
The agreements and their conversion mechanics
A founder loan everyone describes as convertible, with no document
Pledges or other security over shares
Anything encumbering existing shares
A pledge given to a bank and forgotten
Shareholders’ agreement (aksjonæravtale) and side letters
Consent rights, pre-emption, transfer restrictions, governance
Side letters not filed with the main agreement
Related-party agreements
Any agreement with founders, shareholders or their companies
Consultancy invoiced from a founder-owned company, unpapered
Fully diluted cap table
One sheet reconciling shares, options, convertibles and the round being raised
Three versions in circulation, none of them dated
Organisation and people
Document
What it is
Common gap
Organisation chart with key roles
Who does what, and who reports to whom
Roles held by unpaid friends who are shown as staff
Management CVs
Background of the people the investment is backing
—
Employment contracts, all employees
Written contracts with confidentiality and intellectual-property terms
Employees working with no contract at all
Founder employment terms
Role, salary, notice, and any vesting or lock-up
Founders on no contract and no vesting
Consultant and contractor agreements
Scope, fees, assignment of work product
Long-term contractors doing employee work
Pension scheme documentation
The mandatory occupational pension arrangement and its provider
Set up late, with arrears
Payroll summary and salary levels
Current payroll cost, including employer’s national insurance contributions
Founder salaries agreed but never resolved by the board
Operations and contracts
Document
What it is
Common gap
Ten largest customer agreements and the standard terms
The contracts the revenue rests on
A named large customer that is one non-binding letter of intent
Supplier and subcontractor agreements
Terms with anyone the business depends on
A critical supplier with no written contract
Reseller, distribution and partnership agreements
Exclusivity, territory, term
Exclusivity granted years ago and never reviewed
Change-of-control clause inventory
A list of every agreement a change of ownership lets the counterparty terminate or renegotiate
The inventory has never been made
Lease and other property agreements
Term, notice, restoration obligations
—
Order backlog and pipeline reconciled to signed agreements
What is contracted against what is hoped for
Pipeline presented as backlog
Financial
Split this folder in two, because investors ask for both and check them against each other. History is what has been filed; the current position is what the bank and the ledger say today.
Document
What it is
Common gap
Annual accounts (årsregnskap) with notes, three years
Profit and loss, balance sheet, notes and annual report, as filed to the Register of Company Accounts (Regnskapsregisteret), where anyone can retrieve them
Late filings, which are public and visible without asking
Auditor’s report or the resolution to opt out of audit
Whether the accounts are audited, and any qualification
—
Current-year management accounts, monthly
The ledger position for the months since the last filed accounts
Management accounts that do not reconcile to the filed accounts
Last month’s bank statement, cash position and burn rate
The live numbers. These are asked for as at now, not as at the last filing
A cash figure two months old, contradicted by the statement
Budget and cash-flow forecast with the assumptions sheet
The forward model, with its drivers visible
A budget with no cash-flow view
Debt: loans, overdrafts, leases, public loans, guarantees
Repayment profiles, covenants, personal guarantees
Founder loans presented as equity
Grants and public funding with award conditions
Award letters, reporting duties, repayment and clawback triggers
Grant conditions the round itself would breach
Aged receivables and payables
Who owes the company, and whom the company owes
Payables stretched, with suppliers on stop
Assets and real property
Document
What it is
Common gap
Fixed-asset register
Equipment owned, with book values
—
Property leases and any owned property
Terms and obligations
—
Encumbrances over assets and receivables
Anything pledged, including factoring arrangements
A receivables pledge nobody mentioned
Intellectual property
Intellectual property is the longest section on every investor list, and the one where early-stage companies most often cannot produce what is asked for. Start here if you start anywhere.
Every third-party component the product depends on, with its licence
No inventory of open-source dependencies
Licences out
Rights granted to others, with exclusivity, territory and term
An exclusive granted to an early customer
Software development history
Who wrote which parts, when, and under what agreement
Code written before incorporation and never assigned
Source-code custody and repository access
Where the code lives and who controls the credentials
The repository in a founder’s personal account
Domains, brand accounts and app-store listings
Ownership evidence in the company’s name
A domain registered privately, or by a former agency
Employee and contractor assignment confirmations
A signed assignment from every person who has contributed
Contractor work with no assignment clause
Infringement and breach history, three years
Claims received and sent
An unanswered cease-and-desist
Licences and public authorities
Document
What it is
Common gap
Licences, authorisations and registrations the business requires
Held, current, and in the operating entity’s name
Trading ahead of an authorisation
Correspondence with supervisory authorities
Anything open or unresolved
Correspondence not disclosed
IT and data protection
Document
What it is
Common gap
Data processing agreements (databehandleravtale)
One per processor: hosting, analytics, payroll, customer systems
Subprocessors used with nothing signed
Records of processing activities (protokoll over behandlingsaktiviteter)
The processing record required under the General Data Protection Regulation. The small-business exemption is narrow and falls away for regular processing
Never made, on the assumption the exemption applies
Transfers of personal data outside the EEA
Which transfers happen, and the basis for each
Standard contractual clauses assumed rather than signed
Privacy notice (personvernerklæring)
What the company tells data subjects
A notice describing a product the company no longer sells
Which systems the business runs on, and who holds the keys
Admin rights held only by a departed developer
Insurance
Document
What it is
Common gap
Policies in force with sums insured and exclusions
Liability, property, professional indemnity, key person, travel
No professional liability cover in a company selling services
Claims history
Claims made in the last three years
—
Disputes
Document
What it is
Common gap
Disputes, claims and threatened claims, three years
Each with its status and any counsel assessment
A dispute described as resolved in principle, with nothing in writing
Correspondence with counsel on live matters
The exposure, as advised
Provisions in the accounts that do not match the exposure
Tax and VAT
Document
What it is
Common gap
Tax returns (skattemelding), three years
Filed annually by 31 May through the year-end system, even in a year with no activity. Not public, so it is requested here
Returns filed late, or not at all in a dormant year
Tax settlements (skatteoppgjør)
Skatteetaten’s assessment for each completed year
Assessments differing from what was filed, unexplained
Certificate for tax and value added tax (attest for skatt og merverdiavgift, form RF-1316)
Skatteetaten’s certificate showing whether there is underpaid tax, unpaid attachment of earnings, unpaid employer’s contributions or unpaid VAT. Ordered self-service and dated
A certificate ordered a year ago for a tender
VAT returns (mva-melding) since the last annual accounts
Normally six periods a year; enterprises with taxable turnover below a limit, currently around NOK 1 million a year, may apply to report annually
Periods missed while the company was between accountants
VAT registration status
Whether and when the company registered, and any joint registration
Registration missed after the threshold was passed
Payroll withholding and employer contribution status
Whether withheld tax and employer’s contributions are paid and the client account funded
Withheld tax used as working capital
Carried-forward losses
The tax position the company brings forward
—
Other
Document
What it is
Common gap
Business plan and current investor materials
The deck and plan as presented, dated
A deck in the room that contradicts the model beside it
Board and management reporting pack
What the board actually sees each month
No reporting pack exists
Anything material that no category above covers
The residual item every request list ends with, and the one an omission is judged by
Known problems left out, then found
Keeping it current through the raise
The index is the working document: one row per checklist item, with the folder it lives in, whether it is applicable, its status, and a comment column you fill in. Kept current, it answers most of an investor’s process questions before they are asked.
Left stale, it is worse than no index, because it makes a room look complete when it is not. Keep it honest through the months a raise takes:
Keep every version of a document, so a question raised against an early draft can still be traced to what was in the room that day.
Refresh the live items on a schedule. The bank statement, cash position and burn rate are the only lines in the room that go stale by design; the certificate for tax and VAT is the other item worth re-ordering if diligence runs long.
Record the closing state at signing, meaning what was disclosed, in which version, on which date. The warranties in the investment agreement are given against that record, and it protects you as much as the investor.
The investor's request list and your folder tree are the same document read from two sides. Build the tree in the list's order and the two never need reconciling.
Completeness and order are themselves evidence. A document that cannot be produced is information about the company.
The financial folder splits in two. Filed accounts cover history; a current-month bank statement, cash position and burn rate cover now.
Intellectual property is where early-stage companies fail diligence most often. The assignment confirmations are the items least likely to exist.
Keep an index with a status column per item, current through the raise; it does more for credibility than any single document in the room.
Most due diligence findings in a founder company are housekeeping: a share register that does not match reality, minutes never written, filings late, contracts never signed, promises never…
Investors open the model to see how you think, and they test it in predictable ways. A working model with visible assumptions and an ask that follows from…
Due diligence checks that what you have told investors is true. The questions are standard and knowable in advance, and everything material surfaces eventually. The decision left to…
Free on registration
Present your company to NorBAN
NorBAN introduces investment-ready companies to its member angels. Submitting your company is the route into that process.
