Data Room Index: [Company name], [Round name]
An index for the virtual data room a startup opens for seed or
Series A due diligence: access rules, a numbered folder structure
with the documents investors usually ask for at each stage, status
and owners, what to redact, and the access and question logs.
Structure follows common venture due-diligence practice. Replace every
[bracketed] value and every row marked Example. The example is
fictional. This is an organising format, not legal advice; ask
counsel what you may disclose and on what terms.
Document control
| Field | Value |
|---|
| Document ID | [DR-IDX-NNN] |
| Version | [0.1] |
| Status | [Building / Open / Closed and archived] |
| Owner | [@ceo] |
| Reviewers | [@counsel], [@co-founder] |
| Last updated | YYYY-MM-DD |
| Classification | Confidential |
| Data room platform | [Platform name and link] |
| Room opened / closed | YYYY-MM-DD / YYYY-MM-DD |
Revision history
| Version | Date | Author | Change |
|---|
| 0.1 | YYYY-MM-DD | [@ceo] | Example: Tier 1 folders loaded |
| 0.2 | YYYY-MM-DD | [@ceo] | Example: Tier 2 opened to lead investor |
1. Access rules
| Rule | Setting |
|---|
| Confidentiality basis | [NDA signed / investor's standard confidentiality / none, share tier 1 only] |
| Tier 1, after first meeting | Items marked tier 1 in section 3 |
| Tier 2, term sheet stage | Items marked tier 1 or 2 |
| Tier 3, confirmatory, lead and counsel only | Employee-level data, customer contracts in full, source code access by arrangement |
| Downloads and printing | [View only / download with watermark] |
| Questions | Through the Q&A log in section 5 only |
| Access review | [Weekly], revoke when an investor passes |
2. Personal data and redaction
3. Folder index
01 Corporate
| ID | Document | Stage | Tier | Status | Owner |
|---|
| 01.01 | Certificate of incorporation and constitutional documents (articles, bylaws) | Seed | 1 | Example: Ready | [@counsel] |
| 01.02 | Register of shareholders and directors, company registry extract | Seed | 1 | [ ] | [@counsel] |
| 01.03 | Board and shareholder minutes and written resolutions | A | 2 | [ ] | [@counsel] |
| 01.04 | Group structure chart, subsidiaries | A | 2 | [ ] | [@ceo] |
02 Capitalisation and financing
| ID | Document | Stage | Tier | Status | Owner |
|---|
| 02.01 | Fully diluted cap table | Seed | 1 | Example: Ready | [@ceo] |
| 02.02 | Founder share issue and vesting documents, tax elections filed | Seed | 2 | [ ] | [@counsel] |
| 02.03 | Prior SAFEs, convertible notes, side letters | Seed | 2 | [ ] | [@counsel] |
| 02.04 | Option plan, grants register | A | 2 | [ ] | [@ceo] |
| 02.05 | Shareholders' agreement and investor rights | A | 2 | [ ] | [@counsel] |
03 Financial
| ID | Document | Stage | Tier | Status | Owner |
|---|
| 03.01 | Financial projection and assumptions (startup/financial-projections) | Seed | 1 | Example: Ready | [@ceo] |
| 03.02 | Monthly management accounts, last 12 to 24 months | Seed | 2 | [ ] | [@ceo] |
| 03.03 | Annual statutory accounts and tax returns | A | 2 | [ ] | [Accountant] |
| 03.04 | Bank statements reconciliation, debt and grants | A | 2 | [ ] | [@ceo] |
| 03.05 | Key metrics definitions and history (MRR, churn, CAC) | Seed | 1 | [ ] | [@ceo] |
04 Commercial and customers
| ID | Document | Stage | Tier | Status | Owner |
|---|
| 04.01 | Pitch deck (startup/pitch-outline) and market sizing | Seed | 1 | Example: Ready | [@ceo] |
| 04.02 | Customer list with revenue, start date, churn (pseudonymised) | Seed | 2 | [ ] | [@ceo] |
| 04.03 | Top customer and partner contracts | A | 3 | [ ] | [@counsel] |
| 04.04 | Pipeline report and pricing | A | 2 | [ ] | [@ceo] |
| 04.05 | Investor updates and board decks sent (startup/investor-update, startup/board-deck) | Seed | 1 | [ ] | [@ceo] |
05 Product and technology
| ID | Document | Stage | Tier | Status | Owner |
|---|
| 05.01 | Product overview, roadmap | Seed | 1 | [ ] | [@cto] |
| 05.02 | Architecture overview and hosting | A | 2 | [ ] | [@cto] |
| 05.03 | Security practices, incidents, penetration test summary | A | 2 | [ ] | [@cto] |
| 05.04 | Open-source licence inventory | A | 2 | [ ] | [@cto] |
06 Intellectual property
| ID | Document | Stage | Tier | Status | Owner |
|---|
| 06.01 | IP assignments from founders, employees, contractors | Seed | 2 | [ ] | [@counsel] |
| 06.02 | Registered IP: trademarks, domains, patents | Seed | 2 | [ ] | [@counsel] |
| 06.03 | Third-party licences in and out | A | 2 | [ ] | [@counsel] |
07 People
| ID | Document | Stage | Tier | Status | Owner |
|---|
| 07.01 | Organisation chart and hiring plan (startup/hiring-plan) | Seed | 1 | [ ] | [@ceo] |
| 07.02 | Salary and equity schedule by role ID | A | 2 | [ ] | [@ceo] |
| 07.03 | Template employment and contractor agreements | A | 2 | [ ] | [@counsel] |
| 07.04 | Named employee data, disputes | A | 3 | [ ] | [@counsel] |
08 Legal, regulatory and data protection
| ID | Document | Stage | Tier | Status | Owner |
|---|
| 08.01 | Terms of service, privacy policy, data processing agreements | Seed | 2 | [ ] | [@counsel] |
| 08.02 | Records of processing, data breaches notified | A | 2 | [ ] | [@counsel] |
| 08.03 | Litigation, claims, regulatory correspondence | A | 2 | [ ] | [@counsel] |
| 08.04 | Licences and permits required for the business | A | 2 | [ ] | [@counsel] |
| 08.05 | Insurance policies | A | 2 | [ ] | [@ceo] |
4. Room readiness summary
| Folder | Items | Ready | In progress | Not applicable |
|---|
| 01 to 08 | [Total] | [ ] | [ ] | [ ] |
Example: At tier 1 opening, Verrowind had all 9 tier 1 items ready
and 17 of 24 tier 2 items ready; the 2 tier 3 items were prepared
during confirmatory diligence.
5. Access and Q&A log
| Investor ID | Tier | Access granted | Access revoked |
|---|
| INV-001 (Example) | 2 | YYYY-MM-DD | n/a |
| INV-007 (Example) | 1 | YYYY-MM-DD | YYYY-MM-DD (passed) |
| Q ID | Investor | Question | Answer and document | Owner | Date answered |
|---|
| Q-001 (Example) | INV-001 | How is churn defined? | Monthly logo churn of opening customers, see 03.05 | [@ceo] | YYYY-MM-DD |
Investor IDs match startup/fundraising-tracker.
Standard and licence note
Based on common venture due-diligence practice, with the data
minimisation principle of Article 5(1)(c) GDPR and UK GDPR cited from
the ICO's guidance. All wording and the example are original and
fictional. Check the current law that applies to your disclosures and
ask counsel. This is an organising format, not legal advice. Template
licence: MIT.