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VC Due Diligence Request List
The organized document request list investors send before a financing, so you can get ahead of it and build your data room.
What is a VC Due Diligence Request List?
A VC Due Diligence Request List is the organized document request list investors send before a financing. Use it to get ahead of the ask and build your data room.
Built for founders preparing for a priced round (or an acquisition), and investors who want a ready-made request list.
VC Due Diligence Request List template, current for 2026
The 2026 request list adds the items now standard in diligence: data-privacy and security posture, open-source and AI-model provenance, and Corporate Transparency Act / BOI status.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your VC Due Diligence Request List as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- What company is being diligenced (the one raising the round)? This is the entity whose corporate, financial, and legal records the investors will scrutinize. Its exact legal name and form anchor the whole list.
- State (and country, if not the U.S.) of incorporation or organization Investors want to confirm the entity is validly formed and in good standing where it was organized. Delaware is the norm for venture-backed startups.
- What is the company's entity type? The document set differs by entity form. A C-corp has a stock ledger and charter; an LLC has an operating agreement and units. This shapes the corporate section.
- What is the financing round called? Naming the round frames the request list as tied to a specific transaction and sets expectations for the investor's counsel.
- What instrument is the round being raised on? SAFEs and convertible notes trigger a narrower list than priced preferred rounds. This scopes how much cap-table and charter detail investors will demand.
- For a SAFE or SAFE-preceded round, are the SAFEs pre-money or post-money? Pre-money and post-money (YC 2018) SAFEs convert on different denominators, which changes conversion math and how much existing holders are diluted. Investors' counsel needs this to model the pro forma cap table, so we flag it explicitly.
- Approximate target raise amount (USD) The size of the round scales the depth of diligence, since larger rounds justify a fuller request list. This is used only to frame the memo and is not a commitment.
- Lead investor / requesting fund (if known) The list is nominally issued by the lead investor's counsel. If unknown, we frame it as a self-diligence checklist the company runs proactively.
- Do you have a named lead investor yet? If no lead is signed, we cast the document as an internal readiness checklist rather than a received request. This changes the framing throughout.
- Target closing date for the round Investors sequence diligence against the close. A date sets the deadline for populating each folder of the data room.
- Where will the data room live? Naming the repository tells reviewers where to deliver responses and lets us reference it consistently throughout the list.
- Has the company raised outside capital before this round? Prior rounds mean prior stock/SAFE/note documents, side letters, and investor rights that all get requested. This toggles the financing-history section.
- Does the company have an equity incentive / option plan? An option plan pulls in the plan document, board approvals, grant agreements, and a fully-diluted cap table. Without one, that whole subsection drops.
- Does the company have W-2 employees other than the founders? Employees trigger HR, payroll, benefits, classification, and confidentiality/IP-assignment diligence. Founder-only companies get a lighter employment section.
- What kinds of intellectual property does the company rely on? (select all) Investors size the IP request to what you actually own: patents, software, trademarks, trade secrets, or open-source-heavy code each pull different documents.
- Does the company collect or process personal / consumer data? Consumer data triggers privacy-policy, data-processing-agreement, security, and regulatory (CCPA/GDPR) diligence. If not, the privacy section stays light.
- Does the company have physical operations (hardware, manufacturing, a lab, a warehouse, or consumer products)? Physical operations pull in environmental, workplace-safety (OSHA), and product-recall diligence that a software-only company never faces. Answering 'no' toggles those requests off so the list stays proportionate.
- Does the company operate in a licensed or regulated sector? Regulated businesses (fintech, health, crypto, etc.) get a dedicated licenses-and-regulatory section. Unregulated ones skip it.
- Which regulated area(s)? Naming the regime lets us request the specific licenses, filings, and compliance policies that matter, rather than a generic ask.
- Is the company generating revenue? Revenue brings customer contracts, financial statements, revenue recognition, and MRR/ARR metrics into scope. Pre-revenue companies get a leaner commercial section.
- Which financial materials can you produce? (select all) Investors request whatever exists; this keeps the ask realistic. Missing items become action items rather than a scramble mid-diligence.
- Does the company have any outstanding debt or credit facilities? Loans, venture debt, and lines of credit come with agreements, security interests, and consent requirements that can block a financing. This toggles the debt section.
- Are there any pending or threatened legal disputes, claims, or investigations? Investors always ask. A clean answer speeds the round; disclosing early builds trust. This drives the litigation representation.
- Briefly describe each dispute, claim, or investigation A short factual summary lets counsel scope the document request and assess materiality without a back-and-forth.
- Does the company have material commercial contracts (customers, suppliers, partners)? Key contracts, especially those with change-of-control or exclusivity terms, are core diligence. This toggles the commercial-agreements section.
- Does the company have foreign subsidiaries, employees, or operations? Cross-border activity adds entity, tax, employment, and sanctions diligence. Domestic-only companies skip the international section.
- Is any entity in the structure formed outside the United States, or registered to do business in the U.S. as a foreign entity? After FinCEN's March 2025 interim final rule, domestic U.S. companies are exempt from Corporate Transparency Act beneficial-ownership (BOI) reporting, but foreign-formed entities that register to do business in the U.S. can still be reporting companies. Your answer tells us whether to request filed BOI reports or written confirmation of the domestic exemption.
- For a C-corporation, do you want to preserve qualified small business stock (QSBS / Section 1202) eligibility for founders and investors? Section 1202 can exempt a large portion of gain on a later sale, but only if the stock was originally issued by a C-corp that met the gross-assets test (historically $50M, with a higher threshold for stock issued after mid-2025) and the company avoided disqualifying redemptions. Investors increasingly diligence this, so we request original-issuance, gross-assets-history, and redemption records where it is in play.
- Who at the company coordinates diligence responses? Investors need a single point of contact to route questions and receive materials. This is usually the CEO, CFO, or company counsel.
- How many business days should responders have to populate the data room? Setting a response window keeps diligence on schedule and signals to the team how quickly materials are needed.
- Which counsel is preparing/managing this list? The list is issued under a law firm's name for credibility and to route legal questions. Defaults to Hart David Carson LLP as drafting counsel.
- Governing law for the confidentiality / use terms of this list The list itself carries a short confidentiality and non-reliance provision; naming a governing law makes that enforceable.
Frequently asked
About the VC Due Diligence Request List and how HDAi works.
What is a VC Due Diligence Request List? +
A VC Due Diligence Request List is the organized document request list investors send before a financing. Use it to get ahead of the ask and build your data room. Founders preparing for a priced round (or an acquisition) use it, as do investors who want a ready-made request list.
Is HDAi's VC Due Diligence Request List legally binding? +
The VC Due Diligence Request List is a working document, not a contract: it organizes the facts and decisions the next step needs (an attorney's work, a filing or a board decision) and does not become binding by signature. Treat the output as preparation, and have a licensed Hart David Carson attorney finish whatever follows from it.
Do I need a lawyer to use this VC Due Diligence Request List? +
You can generate and download the VC Due Diligence Request List in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this VC Due Diligence Request List current for 2026? +
The 2026 request list adds the items now standard in diligence: data-privacy and security posture, open-source and AI-model provenance, and Corporate Transparency Act / BOI status.
How long does the VC Due Diligence Request List take? +
Estimated time about 16 min (32 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this VC Due Diligence Request List work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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