The data room takes six weeks because numbers do not tie to the bank, the cap table lives in three places, filings lapsed and contracts are missing. Fix those and it takes days.
Is it a fit?
Numbers that tie
Books, bank and the figures you already shared all agree.
One cap table
It matches the signed documents, not what people remember.
Current filings
Good standing where you formed and everywhere you registered.
Start here. A few questions return how far behind the books are and what depends on them.
Would you pass one tomorrowWork it out in a minute
Eighteen questions across six areas. Names the one weakness holding the others in place, and the first ninety days in order.
The plan
Do these six, in order
A time against each one and a way to tell it is finished.
Name the months they will read
Usually the last two or three years, plus whatever period your last shared figures covered.
30 minutes · Done when the period is written down and agreed with your accountant
Reconcile those months to the bank
Books, bank and any figures already shared, agreeing month by month.
1 to 3 weeks · Done when every month in the period ties and somebody has signed it off
Rebuild the cap table from signed documents
Shares, options, notes and anything promised in writing, in one place.
1 day · Done when the table matches the documents rather than anybody memory
Check good standing in every state
Formation state, every state you registered in, and any filing that lapsed.
2 hours · Done when every registration is current or a correction has been filed
Collect the contracts that carry risk
Customer, employment, assignments, and anything with a change of control clause.
1 week · Done when each one can be produced within a day of being asked
Write the metric definitions down
What a customer is, what revenue counts, how churn is measured.
1 hour · Done when one page, and every chart built after it uses those definitions
What you get
The numbers have to tie
Your books, your bank and whatever figures you have already shown, agreeing for every month they ask about. Reconciling during diligence means reconciling in front of them.
One cap table, one version
A spreadsheet, a lawyer file and a founder memory is three cap tables. Diligence finds the disagreement, and it is the question that gets asked twice.
Filings current in every state
Good standing where you are formed and everywhere you registered. A lapsed registration is quick to fix now and awkward to explain in week three.
Contracts findable, not merely filed
Customer agreements, employment agreements, IP assignments and anything carrying a change of control clause. If it cannot be produced in a day, it holds the room.
Metrics defined once, in writing
What a customer is, what revenue counts, how churn is measured. Two decks with two definitions is the moment a room stops taking your numbers at face value.
Somebody who is not the founder
Diligence eats a founder alive if the founder is also the archivist. Name who assembles and answers, and give them access before the term sheet.
What to do, and when
Every checklist on this subject lists documents, and the documents are the easy part. What takes six weeks is that the documents disagree with each other, and nobody found out until an investor was reading them.
Then good standing, in the state you are formed and every state you registered in. Lapsed registrations are quick to put right now, and they are a conversation you do not want in week three.
Questions we get
How early should we start?
A quarter before you plan to raise, which is usually a quarter before you think you need to.
The reconciliation and the missing signatures are the long items, and neither can be rushed at the end.
Our books are behind. Does that stop us?
Not by itself. It sets the timeline, because the months an investor reads have to be rebuilt properly rather than estimated.
Which months those are is the first thing to establish, and it is usually an afternoon.
Do we need a data room product?
Not at the start. A folder with a clear structure and one person who owns it beats a product nobody has filled.
The product earns its place when several parties are reading at once.
What stalls rounds most often?
In order: numbers that do not reconcile, a cap table that disagrees with the signed documents, and a missing assignment from an early contributor.
None of those is a valuation question and all three are fixable in advance.
The other side of the same work: preparing for a sale, preparing for a lender, and preparing for an audit. Diligence asks the same question four ways and expects one answer. Data warehouse and BI.
More in the guides and every answer in one place.
Read next
The numbers that have to agree, what a buyer or a lender asks for, and who holds the operations seat while you raise.
Shaheer leads the work, with engineers, writers, filers and analysts behind him. C-suite operations for a San Francisco AI company, Six Sigma on the process side, Anthropic certified on the Model Context Protocol, ten years across eight industries. See what we have built