Free resource · For founders
Due Diligence Readiness Scorecard
Find the gaps before the investor's lawyer does.
Jason Acevedo | Updated October 13, 2026
This is the request list, more or less, that arrives the week after a term sheet is signed. Diligence does not usually kill deals. It slows them, and in a slow close the price and terms have a way of drifting toward the investor. Score each item from 1 (nothing exists) to 5 (ready to upload today). Anything at 1 or 2 is a critical gap, and the fix is almost always cheaper now than during the round.
Your answers stay on this page and are not saved or sent anywhere. If you want a record to work from, use the spreadsheet, which has the same items plus columns for the gap and the remediation steps.
0 of 35 scored · Average -- / 5 · 0 critical gaps (scored 1 or 2)
Corporate
The first folder investor counsel opens. If this one is messy, they assume the rest is too.
| # | Item | Ready? | Score | Gap or note |
|---|---|---|---|---|
| 1 | Certificate of incorporation (certified copy) | |||
| 2 | Bylaws and all amendments | |||
| 3 | Board and stockholder meeting minutes | |||
| 4 | Good standing certificates (DE + operating states) | |||
| 5 | Organizational chart with all subsidiaries |
Capitalization
Counsel will rebuild your cap table from these documents. The number they get should match the number you gave them.
| # | Item | Ready? | Score | Gap or note |
|---|---|---|---|---|
| 6 | Fully diluted cap table (current, accurate) | |||
| 7 | All stock purchase agreements | |||
| 8 | All SAFE and convertible note agreements | |||
| 9 | Stock option plan and all grant agreements | |||
| 10 | 83(b) election filings for all restricted stock |
IP / Technology
Does the company own what it sells? The assignment agreements answer that; the rest is supporting evidence.
| # | Item | Ready? | Score | Gap or note |
|---|---|---|---|---|
| 11 | Patent filings and registrations | |||
| 12 | Trademark registrations | |||
| 13 | All IP assignment agreements (founders + employees) | |||
| 14 | Open source software audit / inventory | |||
| 15 | Key technology licenses |
Contracts
Investors read customer contracts for change-of-control, exclusivity, and anything that caps the upside they are buying.
| # | Item | Ready? | Score | Gap or note |
|---|---|---|---|---|
| 16 | Material customer contracts | |||
| 17 | Key vendor and supplier agreements | |||
| 18 | Partnership or channel agreements | |||
| 19 | Lease agreements | |||
| 20 | Insurance policies |
Employment
Every person who touched the product, with paper that says their work belongs to the company.
| # | Item | Ready? | Score | Gap or note |
|---|---|---|---|---|
| 21 | All offer letters and employment agreements | |||
| 22 | Independent contractor agreements | |||
| 23 | CIIA / NDA agreements for all personnel | |||
| 24 | Employee handbook | |||
| 25 | Benefit plan documents |
Financial
Clean books close rounds. Messy books add weeks and sometimes a price adjustment.
| # | Item | Ready? | Score | Gap or note |
|---|---|---|---|---|
| 26 | Financial statements (last 2-3 years) | |||
| 27 | Tax returns (federal and state) | |||
| 28 | Current year budget and projections | |||
| 29 | Accounts receivable and payable aging | |||
| 30 | Bank statements (last 12 months) |
Legal / Compliance
Disclose it before they find it. A known issue with a plan is a diligence item; a surprise is a trust problem.
| # | Item | Ready? | Score | Gap or note |
|---|---|---|---|---|
| 31 | Pending or threatened litigation | |||
| 32 | Regulatory filings and licenses | |||
| 33 | Privacy policy and terms of service | |||
| 34 | Data processing agreements | |||
| 35 | Material correspondence with regulators |
How to read your score
An average of 4 or better with no critical gaps means you can open a data room this week. An average between 3 and 4 is normal for a company that has never raised a priced round; the critical-gap count tells you where to spend the next month. Below 3, or more than five critical gaps, is a signal to clean house before you start conversations, because the first investor who looks will see the same list you just did.
Where to go next
What Your Investor's Lawyer Is Actually Looking For explains what counsel does with each of these folders. Building a Data Room That Wins Investor Confidence covers how to organize what you have. If Capitalization scored lowest, the Cap Table Audit Checklist goes deeper, and if the company is earlier than this list assumes, start with the Seed-Stage Legal Checklist.
This scorecard is general information, not legal advice, and using it does not create an attorney-client relationship. If the gaps it surfaces are ones you want help closing, get in touch.