Investor readiness checklist: 20 things to fix before you raise

For every startup a venture capital firm backs, it looks at roughly 100. Four business school professors (Paul Gompers, Will Gornall, Steven Kaplan and Ilya Strebulaev) got that ratio by asking 885 VCs. And the average deal? It took 83 days to close and soaked up 118 hours of due diligence, plus ten calls to references.

Most of what they dig into during those hours, you decided months earlier, often without noticing. Who owns the code? Does the cap table match the Registro Imprese? This investor readiness checklist breaks it into 20 questions you answer yes or no, in five areas. Count your yeses at the end. Then fix the four red flags before anything else. First raise ever? Start from the beginner’s map, from zero to a first round.

The investor readiness checklist: 20 questions in five areas

Yes or no, nothing in between. ‘Nearly’ counts as no.

Company and legal (1 to 5)

1. Is there a company that can issue new shares? In Italy, that’s an SRL or an SpA with its filings up to date. Nobody can buy a stake in a sole trader’s partita IVA.

2. If you qualify, are you registered as a startup innovativa? The tests include: no more than five years old, production value of at most €5 million from year two, no profits paid out, plus R&D spending, a qualified team, or a patent or registered software. For individual investors it means a 65% income tax credit (detrazione IRPEF) on up to €100,000 invested a year, held for at least three years. See our guide to innovative startup requirements and benefits in Italy.

3. Does your cap table, the record of who owns what, match the visura camerale? For an SRL, that Chamber of Commerce extract shows each shareholder and their quota. A sale of quotas only counts for the company once the notary files it with the Registro Imprese, within 30 days. Yes means spreadsheet and register agree to the last quota, with convertible loans and promised advisor shares noted alongside. See how to build a cap table, with a worked example.

4. Does the company own its IP? Italian copyright law gives employers the economic rights to software an employee writes on the job (art. 12-bis, Law 633/1941). Founders who coded the prototype before the SRL existed aren’t employees, and neither is your freelance developer. Get a written assignment from each: under art. 110 of the same law, a transfer of exploitation rights ‘must be proven in writing’.

5. Have the founders signed vesting? Vesting means earning your shares over time, so a founder who leaves early can’t keep a big stake. SRL quotas are yours from day one, so Italian lawyers use reverse vesting: a buyback right in the patto parasociale (shareholders’ agreement), tied to the statuto, with good and bad leaver cases and a price fixed in advance. Carta calls four years with a one-year cliff ‘the industry standard for founders’. Our co-founder equity split guide has an example.

Numbers (6 to 9)

6. Is there a financial model you can defend line by line? Monthly, and built on assumptions an investor can change: hires, prices, conversion, churn. If a partner edits one cell during the meeting, do you know what happens to cash?

7. Do you know your burn and runway? Net burn is the cash you lose each month; runway is how many months the bank balance lasts at that pace. Yes means you can give both without opening a laptop. The formulas are in our burn rate and runway guide.

8. Do your unit economics point the right way? That’s the profit or loss on one customer: the cost to win them (CAC) against what they bring in over time (LTV). Say a SaaS startup in Bologna spends €450 to win a customer worth €60 a month in gross margin: payback takes seven and a half months. David Skok’s SaaS metrics guide says many of the best recover it in 5 to 7 months. At seed, knowing where you stand is enough.

9. Do you track the same metrics every month, and do they match everywhere? Revenue, burn, customers, churn, always defined the same way. CRV, a US venture firm, warns that ‘conflicting numbers are a fast way to kill deal momentum and erode trust’. Lay deck, model and data room side by side and hunt for the number that doesn’t match. Better you than their analyst.

Story (10 to 13)

10. Is there a one-line answer to ‘so, what do you do?’ Try it on your commercialista. If they can’t repeat it back, keep cutting.

11. Does the deck work without you in the room? DocSend’s 2025 research says investors spend less than three minutes on a deck, and most decks run to about 20 pages with roughly 50 words a slide. If a slide only makes sense while you talk over it, it won’t make sense in their inbox.

12. Is there a single page a partner could read without you? That’s the one-pager: your line from question 10, traction with dates, the team, the round. It gets forwarded inside a fund to people who never met you.

13. Is your market size counted bottom-up? Customers you can actually reach, times what each one pays you in a year. A slide that leans on ‘a small share of a huge market’ tells an investor the count was never done.

Proof (14 to 16)

14. Do you have customers, with dates? Paying ones, ideally, month by month. ‘Nine paying customers since March’ beats ‘strong interest from the market’. First-time founder? This is where you make up for a thin CV; see what investors look for when you have no track record.

15. Pre-revenue? Are pilots and letters of intent in writing? A letter of intent is a signed note in which a customer says it means to buy. The useful ones name a volume, a price and a start date. Say you sell software to hospitals: one paid pilot in Bergamo, with a contact who’ll take an investor’s call, beats ten friendly meetings. Those calls happen: the average firm in the Gompers survey called ten references.

16. Do customers stay? Retention is the share of customers still active after a set period. Lenny Rachitsky and Casey Winters asked 20 growth leaders what good looks like: about 60% after six months for SMB and mid-market SaaS, about 25% for consumer social apps. Show your cohorts, even small ones.

Process (17 to 20)

17. Have you built a target list? Write down the funds and angels that invest at your stage, in your sector and in cheques your size, with a partner’s name next to each. In Italy, angel networks belong there too. The Club degli Investitori has over 450 members and invests from pre-seed to Series A; promising startups are shown at its monthly Investor Day, which opens a structured due diligence.

18. Is there a warm path to most of them? In the Gompers survey, over 30% of deals came through the VCs’ professional networks and 20% were referred by other investors. Only 10% came from companies reaching out on their own. So next to each name, write who could introduce you.

19. Is your data room ready before the first meeting? It’s the shared folder investors use in due diligence. CRV’s rule is ‘prepare early, share late’, with deck and executive summary first and the full room later. Our data room checklist for seed investors explains the folders; the free PDF, 47 documents in seven folders, is on our Resources page.

20. Do you have a timeline your cash can cover? A start date, a window for first meetings, a target close, laid over your runway. The Gompers survey’s 83 days cover closing the deal, not the weeks spent on the list and the introductions.

How to score yourself: is your startup ready for investors?

Count the yeses, strictly: a cap table that ‘mostly’ matches the visura is a no.

Yes answers	Where you stand	What to do next
17 to 20	Ready to start the process	Set the dates, line up introductions, open the data room in stages
11 to 16	Close, with gaps	Fix the legal and numbers gaps first: they’re what due diligence finds
0 to 10	Still building	Work on proof and on the company basics; meet investors to learn, not to raise

Which no comes first? The legal ones. A deck can be rewritten in a weekend; a freelancer’s IP assignment depends on their goodwill. Rather have a score than a tally? Our investor readiness test asks 12 questions and emails you a score with an action plan.

Four red flags investors spot fast

Most gaps slow a round down. These four can stop one, and they tend to surface in startup due diligence, when time is shortest.

Dead equity. Shares held by people who no longer work on the company: say, a co-founder who left in year one with 30%. SeedBlink, a European equity platform, calls it ‘a red flag for investors’. Fix it with a buyback or a new agreement before the round.

IP in a founder’s own name. The code, the domain, a patent filed personally. CRV puts it plainly: ‘missing IP assignments can derail deals’. Move all of it into the company, in writing.

Messy shareholder loans. Founder money in an SRL is either a loan, which the company repays, or a capital contribution, which it doesn’t. Aristeia, the Italian accountants’ research foundation, warned in 2003 that the two labels get used loosely, so write down which is which. No investor wants to fund your repayment. Under art. 2467 of the Civil Code, shareholder loans made when debt was excessive against equity are repaid only after other creditors.

Too little runway. Start a raise with three months of cash and every meeting becomes a race against the clock. Carta’s median gap between seed and Series A was 2.2 years in 2025, and its Peter Walker warns that ‘planning to raise VC money every 18 months is planning to fail’. Raise for that gap. Start early.

Preparing for a seed round: what to do this week

1. Download a fresh visura and check it against your cap table.
2. List everyone who wrote code or filed anything for you, and get a signed assignment from each non-employee.
3. Ask your commercialista how founder money is booked: loan or capital contribution.
4. Put net burn and the month the cash runs out at the top of your model.
5. Draft the target list, with a possible introducer next to each name.
6. Rehearse the hard ones from our list of questions investors ask in a first meeting.

This article is general information, not legal or tax advice. Rules change: ask a lawyer or your commercialista before you change the cap table, the statuto or the way founder loans are booked.