Data room checklist: what a seed investor expects to see

An investor writes to you on a Thursday evening: “We’d like to move forward. Can you send the data room?” You open your Drive. There’s a folder called “misc”, three versions of the cap table and a contract that is, you’re almost sure, signed.

This data room checklist is the structure to build before that email arrives. You’ll get six folders, the Italian name of each document (so you know what to ask your notary or accountant for), a view on which tool to use, and the mistakes that make an investor’s list of questions grow. New to fundraising? Begin with the beginner’s map from zero to a first round. This page can wait until an investor actually replies to you.

What is a data room, and when do you open it?

A data room is one organised place, usually online, where an investor and their lawyers read the documents behind your pitch. It’s used during due diligence, the checking phase that starts when an investor gets serious. The deck is the story. The room holds the receipts.

Timing is a decision too. CRV’s advice to founders is “prepare early, share late”: the deck and a short executive summary for first meetings, and full access only when an investor is approaching an investment committee decision or a term sheet. Build the room quietly, weeks before you need it. What investors look for once they’re inside is covered in our guide to startup due diligence.

The data room checklist: six folders

Number the folders so they sort the same way on every screen. Here’s the structure we’d use for a seed round in Italy, with the Italian name of each document first and the English equivalent after it. CRV’s own setup is almost identical: executive summary, financials, legal, go-to-market, product, HR.

Folder	Documents (Italian name / English)	The question it answers
01 Company and legal	Visura camerale (company registry extract); atto costitutivo e statuto vigente (founding deed and current bylaws); verbali di assemblea (shareholder meeting minutes); patti parasociali (shareholders’ agreement), if any; cap table	Who owns the company, and who decides?
02 Team	Contratti di lavoro e di collaborazione (employment and freelance contracts); accordi di vesting; cessione dei diritti di proprietà intellettuale (IP assignment); piano di stock option (option plan); organigramma (org chart)	Who works here, on what terms, and does the company own what they build?
03 Product and IP	Marchi e brevetti (trademarks and patents); domini (domain names); accounts and repositories owned by the company; list of open-source components and licences; informativa privacy (privacy notice)	Does the company own and control what it sells?
04 Financials	Modello finanziario (financial model); bilanci depositati (filed annual accounts); bilancio di verifica aggiornato (current trial balance); estratti conto (bank statements); debiti e finanziamenti (debts and loans)	Do the deck’s numbers match the books and the bank?
05 Commercial	Contratti con i clienti principali (key customer contracts); pipeline export; metrics dashboard; listino prezzi (price list)	Is the revenue real, and will it repeat?
06 Fundraising	Pitch deck; use of funds; documents of earlier rounds (aumenti di capitale, prestiti dei soci, SAFE, convertible notes); recent investor updates	Who already has a claim on future shares?

Don’t worry if some cells stay empty. A folder with a one-line note (“no patti parasociali signed, founders only”) beats a hole the lawyer has to ask about.

Company and legal: the cap table has to match the visura

Start with the visura camerale, the extract from the Registro Imprese. For a società di capitali it lists the officers and the shareholders. SRLs stopped keeping a libro soci in 2009 (Law 2/2009), so the Registro is now the official record of who owns what. Your cap table, the table of who holds which stake, has to agree with it quota by quota.

Picture a co-founder who left two years ago and agreed on paper to sell his 5% to a friend. The deal was never registered. In an SRL a transfer of quotas takes effect towards the company from its filing at the Registro Imprese, which the notary has 30 days to do. So the visura still shows the old owner, your cap table shows the friend, and the investor’s lawyer spots the gap as soon as the two sit side by side. Our guide to how a cap table works shows how to keep them aligned.

Every change to the atto costitutivo goes through a shareholders’ meeting, with minutes drawn up by a notary (article 2480 of the Civil Code). So each capital increase leaves a trail: put the verbali di assemblea and the updated statuto next to the cap table, in date order. If you and your co-founders signed a patto parasociale, a private agreement on things like voting or who may sell to whom, add it too. If you never signed one, a single line saying so will do.

Team and IP: a missing assignment can derail a deal

Put the contracts of everyone who works for the company into the team folder, employees and freelancers both, then add the founders’ vesting terms. Vesting means the founders earn their shares gradually instead of owning all of them on day one. Carta calls four years with a one-year cliff “the industry standard for founders” and says investors expect to see that structure. Got an option plan for employees? Add it, with the grants.

Then the paper that gets forgotten: who owns the code, the design, the name? CRV lists IP assignments among the product documents and warns that missing ones “can derail deals”. Italian law helps, but only so far. Under article 12-bis of Legge 633/1941, and unless the parties agreed otherwise, the employer owns the exclusive economic rights to software or databases an employee creates “nell’esecuzione delle sue mansioni o su istruzioni impartite dallo stesso datore di lavoro”. Translated: in the course of the job, or on the employer’s instructions.

Look at who that covers: employees. The freelance developer who wrote your first prototype isn’t one, and neither is a design agency or a co-founder who never signed anything. Ask each of them for a signed assignment, a cessione dei diritti, saying in plain words that the company owns what they made for it. Those signatures are far easier to collect now than in the middle of a closing.

The product folder is plainer. Start with whatever you’ve registered: each trademark and patent, with its number and renewal date. Then the domain, which must belong to the company and not to a founder’s personal account. After that come the open-source components inside the product, one line each, with the licence. Last comes the informativa privacy your users see. The European Commission says what it has to cover, starting with who you are and why you collect the data, then how long you keep it and the right to complain to a data protection authority.

Financials and commercial: one set of numbers

The rule here is simple: one set of numbers. CRV doesn’t mince words: “Conflicting numbers are a fast way to kill deal momentum and erode trust.” Suppose your deck claims €312,000 of revenue last year. Lay the model, the bilanci depositati (filed annual accounts) and the bank statements next to it: they have to tell that same story, to the euro. Sometimes they really do differ. Say a customer paid its yearly invoice in January, or a grant sits under other income. Nobody minds, as long as a single line beside the file says so.

Financial folder next. Start with the financial model, every assumption visible. The filed accounts go in for each year you have, together with the latest bilancio di verifica (trial balance) and your bank statements. Debts get their own note: bank loans, money the founders lent the company, and any convertible instruments.

Customers come next. Drop in the contracts of your biggest ones, an export of the pipeline and the dashboard behind your seed-stage metrics. Names deserve care. CRV warns that unredacted customer lists need context and tight access, so black out the names first and reveal them later.

The last folder records money already raised: your deck, the use of funds, and the papers of earlier rounds, such as capital increases, loans from friends, SAFEs and convertible notes. Investors read it for one thing: every promise of future shares you’ve already made. Each one changes what their money buys.

Which tool should you use for a data room?

Structure first, tool second. CRV says Notion or Google Drive can work for early investor conversations, and that dedicated software may become worthwhile for formal due diligence. DocSend, which belongs to Dropbox, is the sharing tool many founders use for decks, and its research on how long investors spend on each section shows that it records time per page. Pricing pages change, so read the current one before you commit to anything.

On access we’d keep it boring: invite each person by name, never by an “anyone with the link” address, and give early viewers view-only access with an expiry date. File names need a pattern too. CRV’s pattern runs year, quarter, document type, version, and with it your cap table ends up as 2026_Q3_Cap_Table_v1.2.pdf.

Mistakes that slow a data room down

Opening it too early is the first. An investor who has met you once doesn’t need your old board decks either, the ones full of strategies you dropped long ago. Stuff in every minor lease and offer letter and the contracts that matter sink out of sight.

The rest you met above: a cap table that disagrees with the visura, an IP assignment nobody signed, a deck that contradicts the accounts, customer names visible to everyone. One more gets forgotten, the index. Without it the lawyer emails you every time a file is hard to find. A one-page list with each document’s date and version stops most of those emails.

Your checklist before you hit share

1. Six numbered folders, plus a one-page index (date and version for every document).
2. Order a fresh visura camerale and check every name and percentage against your cap table.
3. Collect the current statuto and the verbali of every change since incorporation.
4. Email the freelancer who built your first prototype, the agency behind the logo and any founder without an employment contract, and ask each for a signed IP assignment.
5. File the founders’ vesting terms, and the option plan if there is one, in folder 02.
6. Look up last year’s revenue in the deck, the model, the filed accounts and the bank statements. Do they match? A mismatch is fine if one line beside the file explains it.
7. Open-source parts of the product, one line each with the licence, then the trademarks, domains and accounts the company itself controls.
8. Black out the customer names. Set every viewer to view-only, with an expiry date. Then wait: open the room when an investor is close to a term sheet.

Once the room is ready, step back and look at the whole round. Our wider guide on how to raise capital for a startup in Italy shows where this step sits.

This article is general information, not legal or tax advice. Rules change: ask your notary, accountant or lawyer before you sign, file or share anything on the strength of it.