Interactive Tool
Startup Due Diligence Checklist
An interactive due diligence checklist for founders preparing for investors, accelerators, SAFE financing, or a funding round. Track formation records, equity documents, SAFEs, IP assignments, approvals, and cleanup risks before diligence starts.
Startup due diligence checklist for founders
Investor diligence usually exposes the gaps founders did not know were there. This checklist helps you review the legal records, ownership documents, approvals, and financing materials that should be ready before an accelerator, VC, or investor starts asking questions.
Diligence readiness
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Formation documents
Filed Certificate of Incorporation
Investors may ask for the filed formation document that proves the company exists and confirms the authorized share structure.
EIN confirmation
Your company's EIN record may be needed for banking, payroll, tax, and diligence documentation.
Registered agent record
Confirm the registered agent is active and that state correspondence is being received properly.
Foreign qualification records, if applicable
If the company operates outside Delaware, confirm whether state registrations or qualifications are needed or already complete.
Governance records
Adopted bylaws
Bylaws define the company's governance rules and are commonly included in diligence requests.
Initial board consent
The initial board consent should approve early company actions like officers, bylaws, stock issuance, and key authorizations.
Board and stockholder approvals
Major actions like equity issuances, financings, option plans, and significant agreements should have proper approvals.
Organized corporate record book
Formation docs, consents, stock records, financing documents, and key agreements should be stored in a clean diligence-ready format.
Equity & cap table
Founder stock purchase agreements
Founder ownership should be backed by signed documents that match the company's records and cap table.
Founder vesting schedules
Founder vesting should be clear, signed, and consistent with the stock documents and cap table.
Cap table matches signed documents
The cap table should reflect what has actually been issued, approved, signed, and financed.
Option plan and option grants, if applicable
If the company has an option pool or grants, diligence may require the plan, grant agreements, approvals, and vesting records.
83(b) & tax records
83(b) elections for founder stock, if applicable
If founder stock was subject to vesting, confirm whether 83(b) elections were required and filed on time.
Proof of 83(b) filing
Store the election and filing or mailing proof with the company's equity records.
Tax and state filing records
Keep tax registrations, state filings, and annual report records organized before a diligence request.
IP & people docs
Founder IP assignment
The company should own the product, code, designs, brand, and other work founders created for the business.
Contractor IP assignment
Contractors who built code, design, product, content, or brand assets should have assigned work product to the company.
Advisor agreements
Advisor roles, equity, vesting, confidentiality, and IP obligations should be documented clearly.
Employee and contractor agreements
Offer letters, contractor agreements, confidentiality terms, and invention assignment documents should be ready for review.
Financing documents
SAFE agreements
All signed SAFEs should be stored, tracked, and reflected in the company's financing records.
SAFE terms tracked clearly
Valuation caps, discounts, MFN provisions, side letters, and pro rata rights can affect future financing and ownership.
Investor side letters, if any
Side letters can create obligations that affect future actions. They should not be buried or forgotten.
Approvals for financing actions
Board or stockholder approvals may be needed depending on the financing documents and company records.
Contracts & compliance
Customer and vendor contracts
Material agreements should be organized and reviewed for restrictions, obligations, unusual terms, or diligence issues.
Delaware franchise tax and annual report status
Investors may expect the company to be in good standing and current on state obligations.
Known obligations and restrictions
Contracts, SAFEs, side letters, and governance documents may contain restrictions that affect what the company can do next.
Investor-ready data room
Documents should be organized so investors, accelerators, or counsel can review them without delay or confusion.
Related resources
Startup Legal Checklist
A startup legal checklist for Delaware C-Corp founders covering incorporation, founder stock, 83(b), SAFEs, cap table cleanup, diligence, and ongoing compliance.
SAFE Agreement Template
Use this SAFE agreement template guide to understand YC SAFEs, valuation caps, discounts, MFN terms, side letters, cap table impact, and diligence risks before raising.
Carta Alternative
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Cap Table Software vs Equity Automation
Cap table software tracks ownership; equity legal automation creates and checks the documents behind it. Compare the two and see what early-stage founders actually need first.
Stripe Atlas vs Clerky
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Founders Form AI · Health Check
Find diligence gaps before investors do
The Founders Form AI Health Check reads your actual signed documents to surface missing records, inconsistent equity, SAFE issues, approval gaps, and diligence risks before they become a blocker. It's part of Operator.
The Health Check is part of the Operator plan. Not legal advice.