A data room is a single, organised place where investors can find everything they need to understand your business. In a pre-seed raise there are really two of them: a fundraising data room that should be ready before you speak to your first investor, and a legal data room you build as the round progresses.
You don't need the legal data room to start fundraising. But you should have the fundraising data room ready to send from day one. It massively helps the process.
The fundraising data room.
The purpose of the fundraising data room is to help investors build conviction quickly, and to have in one place all the information they need as they work out whether to invest.
Without one, every investor asks for the same things one at a time, and you spend your raise answering emails instead of having conversations. With one, an investor who's interested after a first call can go straight into the detail, and the questions they come back with are better ones.
What goes in it
These are the areas we'd expect to see. Use them as a guide and add or remove sections to suit your business.
- Executive summary: a one-page summary of the business, the market and the raise.
- Pitch deck: the latest version you're raising with.
- Cap table: who owns what today.
- Investor updates: any updates you've already sent to investors or shareholders.
- Market: market research showing the size, growth and state of your market.
- Product: what it does, how it's built, your roadmap and any IP or proprietary tech.
- Demo: a good-quality product demo an investor can watch in their own time.
- Traction: key metrics, customer case studies, and your sales pipeline and win rates.
- Go-to-market: how you win customers today and how you'll scale it, plus pricing.
- Competition: who else is solving the problem and how you're different.
- Financials: the last 12 to 24 months of financials, your financial model and its key assumptions, unit economics and any previous fundraising.
- Team: founder and leadership bios, an org chart, your hiring plan and the option pool.
- Round information: how much you're raising, the instrument and valuation, and who's committed.
- SEIS or EIS Advance Assurance: if you're raising in the UK. It heads off a lot of the questions you'll face and lets the process run much quicker.
Keep sensitive legal documents, such as your articles of association, shareholders' agreement and IP agreements, as "available on request". They aren't needed for an investor to decide whether to take a closer look.
Going through the process of filling it in can also really sharpen the way you position the business. You end up answering the questions investors will ask before they ask them. Our fundraising data room guide goes through every section in detail.
The legal data room.
Once an investor has agreed terms, the work moves to legal due diligence. Their lawyers need to see your company's legal, financial and corporate documents before the investment completes.
Lawyers will often have their own template for you to fill in, and every deal throws up its own requests. But having everything already in one place makes it massively easier. Our template follows the layout we've seen across all the transactions we've done. There's other stuff that can come up, but these are the core areas:
- Investment info: the latest pitch deck, one-pager and financial model, the documents for the current round, and your SEIS or EIS paperwork.
- Founders and shareholding: who owns the company and how it's run. Shareholders' agreement, board and shareholder resolutions, cap table, share capital, statutory books, share option agreements, and director details and questionnaires.
- Corporate: the company's founding documents and records. Articles of association, certificate of incorporation, any outstanding options or convertible instruments such as ASAs, and past board minutes.
- Banking and finance: bank accounts and balances, plus any loans, overdrafts or credit facilities and any security or charges over the company.
- Legal and contracts: signed agreements with your major customers, key suppliers and partners, service providers, and your insurance policies.
- Employees: employment contracts, your staff handbook and HR policies, option plan rules, and pension and benefits schemes.
- Financial and tax: statutory accounts, your latest management accounts, tax returns and HMRC correspondence, and VAT, PAYE and National Insurance records.
- IP and tech: proof the company owns what it's built. IP assignments from founders, staff and contractors, patents and trademarks, licences for third-party technology, and product documentation.
- Commercial: evidence behind your numbers. CRM or pipeline export, top customers with their share of revenue, churn and retention, KPI dashboards and pricing.
- Compliance: GDPR and data protection policies, any FCA or sector-specific approvals, anti-bribery and anti-money-laundering policies, and health and safety where relevant.
Start the legal data room during your raise.
It doesn't have to be ready before you start fundraising, but start working on it while you raise. However many times you go through this process, pulling it together is how you find the gaps in your company:
- IP: do you actually own it? Have founders, early staff and contractors formally assigned their work to the company?
- Contracts: do you have signed contracts in place with customers, suppliers and staff, not just emails and drafts?
- Cap table and statutory books: are they up to date and do they match what's filed at Companies House?
Finding these yourself, while there's still time to fix them, is far better than an investor's lawyers finding them a week before you hoped to close.
Free templates.
We've put both data rooms together as Notion templates you can duplicate and fill in:
Open the template, click Duplicate in the top right, and it will copy into your own Notion workspace. They're a good starting point, not a fixed checklist, so add or remove sections to fit your business. Then work through each page and either add the document or a short note on where it is.
Questions founders ask.
A single, organised place, often a Notion page or shared folder, where investors can find the documents and information they need to assess and invest in your company.
You need a fundraising data room ready before you speak to investors. It helps them build conviction quickly and saves you answering the same questions again and again. The legal data room can be built during the raise.
The fundraising data room helps an investor understand the business and decide to invest. The legal data room holds the corporate, financial and legal documents lawyers check before the investment completes.
Yes, if you're raising in the UK. Putting it in your fundraising data room answers one of the first questions many investors ask and helps the process move faster.