Prepare a company-side seed equity diligence request list by mapping the proposed financing documents to the company’s capitalization, technology ownership, operating commitments, and proposed representations. Turn each evidence gap into a specific request with an owner, source reference, priority, and completion test. Separate existing records from documents still to be prepared, and distinguish internal collection from investor delivery. The resulting deliverable is a controlled list showing what the company must collect, why it matters to the round, and what remains unresolved.
Use this workflow when company counsel or an in-house team receives an investor questionnaire, begins negotiating a seed preferred stock purchase agreement, or prepares a data room. It also applies when outstanding SAFEs or convertible notes must be reconciled for a priced round.
The scope is request preparation and response verification—not a complete closing checklist or legal audit. The baseline is a US private company incorporated in Delaware. Adjust corporate-record requests for other entities and jurisdictions. Separately scope securities exemptions, state notices, foreign investment, and industry regulation. This is transactional diligence, not litigation discovery.
Collect these inputs before drafting detailed requests:
If financing drafts are unavailable, mark the list provisional. Begin with business-specific categories, then reconcile requests against the actual representations and disclosure requirements when drafts arrive.
Use the Seed Equity Financing Rounds — Diligence request list below. You can copy this table into your working document or spreadsheet. Keep request IDs stable when requests are narrowed or split.
| Request ID | Topic / deal basis | Requested evidence | Scope / period | Owner / target | Source / location | Status / gap | Priority / reason | Next action / completion |
|---|---|---|---|---|---|---|---|---|
“Deal basis” identifies the draft representation, conversion provision, or business concern driving the request. “Scope” specifies entities, contributors, instruments, and periods. “Source” records persistent document IDs, clause or page references, and repository locations—not merely a folder name.
Distinguish requested, received—unverified, verified, missing, inapplicable, superseded, and withheld pending counsel review. Explain inapplicable and withheld responses. Priority should identify a financing consequence. The final column should state the next action and closure evidence; add the reviewer and verification date there when closing an item. Put dependencies and approved recipient restrictions in that field or a linked internal note.
Identify the issuer, relevant subsidiaries, proposed security, new-money investors, and instruments potentially converting in the round. Determine whether the transaction includes an option-pool increase, multiple closings, or side letters. These facts shape the records needed.
Create an initial request for the transaction-document set and identify its version date. Distinguish signed terms from assumptions in a term sheet or spreadsheet. Assign unresolved scope questions to company counsel rather than treating management’s preliminary description as settled.
Record: transaction baseline, draft versions, affected entities, and an owner for each unresolved scope question.
Review the proposed purchase agreement by topic: organization, capitalization, intellectual property, personnel, contracts, disputes, and financial information. Translate each representation into document requests and factual confirmations. For subjects not necessarily documented, identify the executive who can investigate and respond.
Check the disclosure mechanism. The filed Defeye agreement requires schedule sections corresponding to representation numbers and permits cross-qualification where applicability is readily apparent. This illustrates why uploading a document may not make the required disclosure; it is an example of negotiated wording, not a universal rule. See Defeye, Section 2 introduction.
Record: precise draft section, evidence requested, responsible respondent, and any linked disclosure-schedule question. Keep schedule preparation separate from evidence collection.
Request the stock ledger and capitalization model separately. Delaware’s stock-ledger definition concerns record holders, addresses, registered share numbers, and recorded issuances and transfers—not a fully diluted financing model. See DGCL § 219(c).
Collect issuance instruments, board and stockholder actions, equity-plan records, grants, warrants, SAFEs, notes, amendments, and side letters. Ask finance to identify how the model treats conversion caps and discounts, principal, interest, rounding, and pool changes. Request a bridge from existing ownership to proposed purchaser allocations and authorized-share capacity.
For Delaware corporations, § 152 addresses board-authorized issuance and limits on delegated issuance authority. Request the authorization evidence, but do not treat that provision alone as resolving an issuance’s validity. See DGCL § 152(a)–(b).
Record: separate requests for missing instruments, authorization evidence, and unexplained model assumptions. A balancing spreadsheet is not sufficient closure evidence.
For a software company, identify founders, employees, and contractors who created core technology; request executed IP-related agreements and amendments. Reconcile the contributor list against project and personnel records. If the business depends on licensed technology, request the license and relevant use restrictions.
Commercial requests should reflect both proposed representations and business dependencies. Include relevant payment commitments, exclusivity, IP ownership, indemnities, termination, and consent provisions. Do not import another deal’s materiality threshold: Defeye § 2.10 combines a particular monetary threshold with categorical coverage and related-party aggregation. See Defeye § 2.10.
Record: selection rule, covered contributors or counterparties, amendment chains, and the person confirming completeness. Add targeted financial, personnel, or regulatory requests where the business warrants them.
Identify whether each request seeks an existing record, a factual response, or a new work product. A historical board consent, management disputes confirmation, and draft disclosure schedule need different owners and completion tests. Route closing-document preparation to a separate checklist while retaining links to diligence dependencies.
Before investor release, route sensitive personnel information, customer restrictions, trade secrets, and potentially privileged materials to counsel. Record whether a redacted copy, factual summary, restricted release, or further decision is appropriate. Do not treat confidentiality arrangements as resolving privilege questions.
Record: collection owner, release reviewer, approved recipient scope, and any restriction. Keep sensitive explanations out of investor-visible fields unless approved.
Put requests affecting share ownership, conversion economics, core IP, or proposed factual disclosures ahead of lower-impact housekeeping. Explain the consequence rather than assigning unexplained “high” labels. A missing note amendment may prevent conversion modeling; a missing attachment may obscure a commercial restriction.
Assign a named owner and internal response target. These targets are project-management decisions, not legal deadlines. Identify prerequisite request IDs and split broad requests where different teams can respond independently. Escalate unresolved evidence gaps rather than silently extending targets.
Record: priority rationale, dependency, owner, target, and next review action. Counsel decides which gaps require discussion with the financing team.
Check entity, period, subject, execution status, amendments, schedules, and attachments. “See contracts folder” is not completion evidence: identify document IDs and inspect the relevant text. Ask responsible executives whether responsive records exist outside the repository.
Close each request against its stated evidence test or narrow the remaining question. “Verified” means the request was answered and checked; it does not mean the underlying legal issue is resolved. Link unresolved legal issues to counsel’s separate findings record.
Record: source citation, reviewer, verification date, and closure evidence or assigned follow-up. Maintain an internal master and reviewed investor-facing version. Reassess affected requests when financing drafts change.
Fictional scenario: Alder Lantern Systems, Inc., a Delaware software company, proposes a $2.8 million new-money seed preferred financing, plus conversion of a $300,000 note held by Cedar Vale Ventures. A founder and two contractors developed its principal product. The fictional purchase agreement addresses capitalization, IP ownership, and restrictive commercial arrangements.
Counsel receives a capitalization workbook, signed note, contractor folder, and customer agreement. These materials do not establish the complete amendment history or contributor population. All parties, documents, amounts, and clause references below are invented.
| Request ID | Topic / deal basis | Requested evidence | Scope / period | Owner / target | Source / location | Status / gap | Priority / reason | Next action / completion |
|---|---|---|---|---|---|---|---|---|
| SE-01 | Draft § 2.2; conversion | Amendment history; model bridge | Cedar Vale note; issuance–round | CFO; before allocation review | FIN-04 § 3; CAP-02, Notes tab | Received—unverified; price unexplained | High; allocation uncertain | Identify price basis and amendments; counsel checks; retain reconciled model |
| SE-02 | Draft § 2.8; core IP | Executed agreement; contribution record | Contractor Mira; product build | CTO; before IP review | IP-07 pp. 1–5 | Missing executed version; unsigned copy located | High; ownership evidence incomplete | Search signature records; confirm work; refer unresolved ownership issue to counsel |
| SE-03 | Draft § 2.10; restrictions | Complete agreement and amendments | North Quay customer | Sales lead; before disclosure review | COM-11 § 6 | Received—unverified; referenced schedule absent | High; restricted field unknown | Obtain schedule; assess scope and disclosure; retain complete chain |
SE-01 requires an instrument-backed explanation, not another workbook. Nothing supplied proves whether an amendment exists. SE-02 requires both a signature search and contribution inquiry; the unsigned copy does not establish the ownership outcome. SE-03 cannot close until the missing schedule is obtained or the remaining gap is expressly assigned. Each request preserves uncertainty instead of turning incomplete evidence into a legal conclusion.
Before circulation, confirm:
DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its due diligence capabilities include bulk document classification to organize materials and prioritize human review; tabular review supports work across documents. Contract review can support examination of financing and supporting agreements. The request list remains the legal team’s work product, with lawyers deciding sufficiency, disclosure, and release. To evaluate this collection workflow, book a demo.
Not automatically. Provide a reviewed response list with agreed requests, source references, and unresolved gaps. Keep internal legal analysis and release discussions separate; delivery should not imply legal clearance.
Start with formation, capitalization, technology ownership, personnel, financials, disputes, and business-critical contracts. Label the list provisional and assign reconciliation when drafts arrive, particularly for thresholds and disclosure mechanics.
Record the search owner, locations checked, and missing evidence. Counsel should determine further inquiry, remediation, or disclosure. Do not present a newly prepared document as contemporaneous historical evidence.
Round size alone is not a sound collection rule. Identify contributors to important technology and request evidence supporting the company’s position. Narrow by contributor and project rather than omitting the category.
Scope: General professional workflow guidance using the supplied October 13, 2026 research cutoff. Actual rights depend on operative documents, governing law, facts, and deal context. The filed agreement illustrates wording, not market practice.
This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.