Requesting in the right order
Send the request in category order. Corporate and share matters decide whether the company can execute the transaction at all, and there is no point diligencing customer contracts in a company whose earlier round was never registered.
Run three columns against every item (provided, not applicable, comments) and keep them open for the whole process. The tracker is the working document, and at the end of due diligence (selskapsgjennomgang) it is also the finding list.
Anything still outstanding is either a document that does not exist or a document nobody wants to hand over, and both are findings. Mark items not applicable deliberately, with a reason, so that an empty cell always means outstanding.
Scope the list before sending it. A pre-revenue company with two founders and no employees will legitimately mark half of it not applicable; a company with customers, staff and third-party code will not.
Ask for documents, not for answers. A founder’s description of a customer agreement is not the agreement. Date every request, because a certificate issued eight months ago describes a company that no longer exists in that form.
How much of the list you own depends on your role in the round. Settle it before anything is sent.
- A first-time angel, or a follower pulls the public-register documents personally, reads the corporate and share block in full, and reads every other block’s findings. The rest of the list is the lead’s to send.
- The lead scopes and sends the whole list, holds the tracker and the question log, and decides when the room is closed.
- An angel with a sector focus owns the block that needs the domain: the intellectual property and code items for a software company, the customer agreements and pipeline for a sales-led one.
- A syndicate agrees who owns which block before the list goes out, and keeps one tracker for everyone, so the company answers each item once.
What you can retrieve yourself, and what you must ask for
Pull the public-register documents before the request list goes out. Asking the company for material you can retrieve yourself wastes goodwill and slows the process.
| Source | What it gives you |
|---|---|
| Register of Business Enterprises (Foretaksregisteret), via Brønnøysundregistrene | Company certificate (firmaattest), articles of association (vedtekter), registered share capital, board and signatory roles, role history |
| Register of Company Accounts (Regnskapsregisteret), via Brønnøysundregistrene | Filed annual accounts (årsregnskap), and whether they were filed on time |
| Register of Bankruptcies (Konkursregisteret) | Bankruptcy and role history for the company and its officers |
| Skatteetaten’s shareholder register (aksjonærregisteret) | Shareholdings as reported in the company’s annual shareholder statement, open to anyone |
| The company, on demand under aksjeloven § 4-6 | The share register (aksjeeierbok). Everyone has a right of access. Since 1 February 2025 the company must as a main rule send an electronic copy by e-mail within three working days, free of charge; only the choice of an alternative delivery channel needs objective grounds. |
| Only from the company | Board and general-meeting minutes, shareholders’ agreements, option and convertible-loan agreements, customer and supplier contracts, management accounts, tax returns (skattemelding), employment contracts |
The share register is the cheapest verification in the process and the one most often skipped. Compare it against the cap table you were shown before anything else, because a mismatch changes what the rest of the diligence is looking for.
Corporate and share matters
Reconcile every row here to the share register you already pulled. The resolutions and the articles are what make the register right, and a defect in this block cannot be priced, only fixed.
| Request | What to look for | Common gap |
|---|---|---|
| Founding documents (stiftelsesdokument) and the articles of association in force | Share classes, consent requirements, pre-emption rights, any transfer restriction that binds your exit | Articles never updated after earlier rounds |
| Board and general-meeting minutes, three years | Resolutions authorising issues, options, loans and material contracts | Decisions taken in a chat thread and never minuted |
| Share capital history: every issue with its resolution and registration | Each round registered; nominal values and subscription prices consistent | An earlier round resolved but never registered |
| Options, warrants, convertible loans and any pledge over shares | The fully diluted position and every conversion mechanic | Verbal option promises to early employees with no document |
| Shareholders’ agreement and any side letters | Consent rights and pre-emption that must be waived before your round | Consent requirements discovered after the term sheet |
| Related-party agreements with founders, shareholders and their companies | Arm’s-length terms; consultancy invoicing to founder-owned companies | Undocumented founder loans to or from the company |
| Confirmation of whether the company is a pure holding company or has subsidiaries | Group structure, intra-group agreements, where the assets actually sit | Assets held in a founder’s separate company |
Organisation, operations and contracts
This block tests whether the people and the revenue in the model exist on paper. It also tells you which counterparties your round lets walk away.
| Request | What to look for | Common gap |
|---|---|---|
| Organisation chart, key roles and management CVs | Who does the work, and what happens if any one of them stops | Roles on the chart held by unpaid friends |
| Board composition, board instructions, any advisory arrangements | Governance that matches the company’s stage and your expectations | No board meetings held for a year |
| The ten largest customer agreements and the standard terms | Committed volumes, term, termination, liability caps | A named “large customer” that is one non-binding letter of intent |
| Order backlog and pipeline reconciled to signed agreements | The revenue in the model traced to documents | Pipeline counted as revenue |
| Supplier, reseller and partnership agreements | Single-source dependencies and exclusivity that limits an exit | One critical supplier with no written contract |
| Change-of-control clause inventory across all agreements | Which counterparties your round gives a right to terminate or renegotiate | The inventory has never been made |
Financial position
Read this block against the runway you were shown. A gap here changes the size of the round, and often the price.
| Request | What to look for | Common gap |
|---|---|---|
| Annual accounts with notes, three years, and the auditor’s correspondence | Going-concern notes, related-party notes, any qualification | Late filings, which are public and tell you about the company’s discipline |
| Current-year management accounts, monthly | Runway to the next milestone against the plan you were shown | Management accounts that do not reconcile to the filed accounts |
| Budget and cash-flow forecast with assumptions | The assumptions your investment is buying, stated separately from the arithmetic | A budget with no cash-flow view |
| Debt: loans, overdrafts, leases, public loans, guarantees and covenants | Repayment profiles that fall inside your runway; personal guarantees | Founder loans treated as equity in the pitch |
| Encumbrances over assets, receivables and shares | What is already pledged, and to whom | A factoring or receivables pledge nobody mentioned |
| Grants and public funding with their award conditions | Repayment and clawback triggers, including a change of control | Grant conditions that the round itself breaches |
Assets and intellectual property
Real property is usually a lease. Intellectual property is where early-stage companies fail diligence most often, so this block carries the most items and deserves the most time.
| Request | What to look for | Common gap |
|---|---|---|
| Leases and material equipment, with any lease-end obligations | Term, notice, relocation cost | — |
| Registered rights: patents, trade marks, designs, with register extracts and renewal dates | Ownership in the company’s name, fees paid, territories held | An application filed in a founder’s name |
| Unregistered rights: know-how, databases, trade secrets, and how they are protected | Confidentiality obligations that actually cover the material | No confidentiality terms with contractors |
| Licences in, including all open-source and third-party components | Copyleft obligations that affect the product; per-seat or revenue triggers | No inventory of open-source dependencies |
| Licences out, with exclusivity, territory and term | Rights already granted away, and what they cost an acquirer | An exclusive granted to an early customer |
| Software development history: who wrote which parts, when, and under what agreement | An unbroken chain from every author to the company | Code written before incorporation, never assigned |
| Source-code custody, repositories and third-party access rights | Who controls the repository and the credentials | Source code in a founder’s personal account |
| Domains, brand accounts and app-store listings with ownership evidence | Registrations in the company’s name, not an agency’s | Domain registered privately by a founder |
| Employee and contractor IP assignment confirmations | A signed assignment for every person who has contributed | Contractor work with no assignment clause |
| Infringement and breach history, three years, including claims received and sent | Live disputes and dormant ones | An unanswered cease-and-desist |
People
Founders who can leave at no cost are the largest single risk in this block. Read their terms first, and reconcile every incentive promise to the cap table.
| Request | What to look for | Common gap |
|---|---|---|
| Employment contracts for all employees | Everyone employed on a written contract, with confidentiality and IP terms | Employees with no contract at all |
| Founder employment terms: role, salary, notice, vesting or lock-up | Whether the founders are committed for the period you are funding | Founders on no contract and no vesting |
| Incentive schemes: options, bonus, phantom shares, with the scheme rules | Awards inside a documented scheme, reconciled to the cap table | Promises made outside any scheme |
| Consultant and contractor agreements | Assignment of work product; genuine contractor status | Long-term contractors doing employee work |
| Occupational pension and insurance obligations | Obligations in place and paid | Arrears |
| Key-person exposure: who could not be replaced within six months | Concentration of knowledge, customer relationships and code | Founder dependence nobody has planned for |
Compliance, IT and data protection
Small companies skip these, and the cost lands after your money is in. Each item is cheap to check and expensive to fix later.
| Request | What to look for | Common gap |
|---|---|---|
| Licences, authorisations and registrations required for the business | Held, current, and in the operating entity’s name | Trading ahead of an authorisation |
| Processing overview, data-processor agreements, and any transfers outside the EEA | A processing record that matches what the product actually does | Processor agreements never signed with subprocessors |
| IT systems, hosting arrangements and administrator access | Who holds the keys, and whether the company can revoke them | Admin rights held only by one departed developer |
| Insurance policies with sums insured and exclusions | Cover proportionate to the risks the business runs | No professional liability cover |
| Beneficial owner (reelle rettighetshavere) registration | Registration made and current, including a nil result | Never registered |
Disputes, tax and VAT
Tax and VAT arrears are the liabilities most likely to crystallise after closing. None of this is public, so it all has to be requested.
| Request | What to look for | Common gap |
|---|---|---|
| Disputes, claims and threatened claims, three years, with counsel’s assessment | Provisions in the accounts matching the exposure | A dispute described as “resolved in principle” |
| Tax returns and business specifications, three years | Consistency with the filed accounts; carried-forward losses | The returns are not public, so they must be requested |
| Tax settlement notices (skatteoppgjør) | Assessments differing from what was filed | Open assessments |
| Certificate for tax and value added tax (attest for skatt og merverdiavgift, form RF-1316, from Skatteetaten) | Nothing outstanding as at a recent date | A certificate more than a few months old |
| VAT registration and any joint registration (fellesregistrering) | Registration status matching the actual activity; group registrations documented | Late or missed registration |
| Payroll withholding and employer’s national insurance status | Payments current, client account funded | Withheld tax used as working capital |
| Correspondence with Skatteetaten on any open question | Anything unresolved that could crystallise after closing | Correspondence not disclosed |
Running the data room
The data room (datarom) mirrors the request list, one folder per category, numbered as the list is numbered, so an item and its documents share an address. A room organised by whoever uploaded each file cannot be tracked against a checklist. Set the following at the start, because they are hard to impose once the room is open.
- Access is per person. Name every user, and remove them when their workstream closes.
- Keep every version of a document, so a finding raised against an early draft can still be traced.
- Keep one numbered follow-up question log, held by the lead investor, with each question tied to a list item and each answer recorded against it. Questions asked in individual e-mail threads disappear.
- Agree at the start what may be downloaded or printed and what stays on screen. Founders are more forthcoming with sensitive customer and salary data when the rule is written down first.
- Record the closing state of the room at signing (what was disclosed, in which version, on which date). The warranties in the investment agreement are given against that record.
Findings belong in the tracker, in the investor group’s own hands, with the decision attached to each one: accepted, priced, made a condition of closing, or fatal.