Investors usually ask for the same categories of documents during due diligence. Gather them in a data room before the request arrives. This gives you time to find missing records and makes the review easier to manage.
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. This gives each requested item a clear location and makes follow-up questions easier to track.
The room’s organisation helps investors assess how the company is run. Producing the corporate history within a day inspires more confidence than taking three weeks to find your 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
Use the same checklist whatever your stage. Your situation determines where the gaps are likely to be and who will send the request list.
First raise. Collect corporate and accounting records, and start examining product rights and working arrangements early. Check code created before incorporation, founder employment terms and contractor rights.
Second raise. Start with the previous data room. Add the resolutions, registration confirmation, updated share register, shareholders’ agreement and side letters from the last round. Refresh dated information.
With a committed lead investor. Map the lead’s or adviser’s request list to your folders. Use a shared question log and agree which data-room version the warranties will refer to.
Without a lead investor. Give investors individual access and coordinate answers in the question log. Update information on a set schedule so investors assess the same material.
Ground rules before you share
Agree confidentiality before sharing sensitive information. An NDA may be needed before the data-room stage if the information warrants it. Make it mutual when both sides disclose protected information. Decide whether the talks themselves are confidential and how an investment may be announced.
Match the terms to the information. Set a suitable duration; trade secrets may need protection for as long as they remain secret. Agree workable return, deletion and backup provisions, subject to mandatory retention and privacy duties.
Give access per person. Record who has access and remove it when no longer needed.
Limit personal and sensitive data. Confirm the lawful basis for disclosure, redact unnecessary details and agree download and printing controls. An NDA does not by itself supply a data-protection basis.
Keep a numbered question log. Give authorised recipients consistent answers, with restricted access where necessary.
Date documents and maintain an index. Record status and versions.
The checklist
Work through the checklist by category. For each item, upload the document or explain why it does not apply. Check the common gaps first so you can start resolving delays early.
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
Separate filed accounts from the current financial position. Investors need both and will compare the historical filings with today’s bank statement and ledger.
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
Start gathering the intellectual-property documents early. This is the longest section on investor lists and the one where early-stage companies most often struggle to produce the records requested.
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
Evidence of rights from employees and contractors
Document whether rights arise by law, assignment or a sufficient licence, and the permitted uses
Missing or inadequate rights to important work
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
Written, including electronic, binding terms for each processor relationship; authorised subprocessors with equivalent duties
Missing terms or unapproved subprocessors
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
Personal-data breach procedure and log
Document all breaches. The controller notifies the authority without undue delay and, where feasible, within 72 hours of awareness, unless risk to individuals is unlikely. Processors notify the controller without undue delay
No procedure or record of the assessment
IT systems, hosting and administrator access
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
Company tax and duty information (opplysninger om skatt og avgift, form RF-1507)
Skatteetaten’s dated certificate of registered company information, including overdue unpaid taxes and duties. It does not cover all possible liabilities
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
Payroll and a-melding reconciled; withholding paid by the applicable deadline, any approved exception documented, and employer contributions checked separately
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
Other material information investors need to assess the company
Known problems left out, then found
Keeping it current through the raise
Use the index to track each checklist item, its folder, whether it applies, its status and any comments. Keeping it current lets investors see what is available and what remains outstanding.
An outdated index can make an incomplete room look finished. Maintain it throughout the raise:
Preserve an appropriate record of versions and disclosures, so earlier answers remain traceable. Set retention and access rules that also meet privacy obligations.
Refresh financial information on an agreed schedule. Update bank statements, cash and burn; consider a fresh tax certificate if the review runs on.
Record what was disclosed at signing, including versions and dates. Agree how those disclosures qualify the warranties. Uploading a document alone does not necessarily protect against a claim; the contract determines the disclosure standard.
Organise your folder tree in the request list's order. This makes each requested document easy to locate and avoids having to reconcile two different structures.
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.
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