The Startup Due Diligence Checklist What Investors Actually Look For

So you’ve built a product. Maybe even got a pitch deck and early traction. But when the term sheet feels close, here comes the real test: Due Diligence.

This is where many deals fall apart — not because the idea isn’t good, but because the backend isn’t ready.

In this edition, I’ll break down exactly what investors and VCs look at before wiring funds — and how you can be prepared.


📋 What is Due Diligence (DD)?

DD is the investor’s way of asking: “Can I trust this founder… and these numbers?”

It’s a structured review of your financial, legal, and business health before making an investment.


🔍 What Investors Check – A Startup DD Checklist

1. Financials & Books of Accounts

  • Monthly Profit & Loss for last 12–24 months
  • Cash flow statements
  • Bank statements
  • GST, TDS, and tax filings
  • Reconciliations with invoices

🧠 Tip: Keep them clean, up-to-date, and match numbers from your pitch deck.


2. Cap Table & Shareholding Structure

  • Updated cap table with founder and investor stakes
  • Details of ESOP pool (if any)
  • Any convertible notes or SAFE agreements

🧠 Tip: A messy cap table is a red flag. Keep it clean and documented.


3. Customer Contracts & Revenue Proof

  • Sample invoices
  • Customer agreements (if B2B)
  • Payment terms and collection cycles

🧠 Tip: Early-stage investors may sample-test these. Be transparent.


4. Legal Docs & Registrations

  • Incorporation certificate
  • GST, PAN, TAN
  • Founders’ agreements
  • IP/trademark documents (if relevant)

🧠 Tip: Keep a digital folder ready — delays here create investor doubts.


5. Compliance & Regulatory Filings

  • ROC filings (Form AOC-4, MGT-7 etc.)
  • Board resolutions
  • Notices from authorities (if any)

🧠 Tip: Partner with a CA (like me 😄) to maintain these proactively.


🎯 Final Thought

Fundraising doesn’t end with the pitch deck. It closes when the numbers, documents, and structure hold up under due diligence.

As a Chartered Accountant and Virtual CFO, I help startups get funding-ready — not just with pitch decks, but with clean financials and structured compliance.

 


📩 Want me to review your current numbers or help build a model, feel free to reach out at 📧 office@cfoemeritus.com


PS: Next week, I’m breaking down the “Top Startup Ratios Every Founder Should Track” — made simple.

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