Prepare a company-side Series A diligence request list by mapping the proposed financing terms and draft company representations to the records needed to verify them. Reconcile capitalization and corporate authority first, then tailor IP, personnel, commercial, financial, and regulatory requests to the business. Give each request an owner, defined coverage, evidence location, and response status. The deliverable is a controlled list that distinguishes verified responses from missing records, identifies restricted material, and assigns unresolved questions for follow-up without treating document collection as legal clearance.
Use this workflow when a lead investor sends its questionnaire, a Series A term sheet becomes sufficiently developed, or company counsel starts preparing financing representations. It serves company counsel, in-house legal teams, and the finance or operations lead coordinating responses.
The task is preparing and validating requests—not completing substantive diligence or managing the closing. Work backward from the financing questions while avoiding duplicate requests and unnecessary disclosure.
This guide assumes a US private-company equity financing involving a Delaware corporation. Other incorporation jurisdictions, offering exemptions, state notices, and regulated activities require separate analysis. It provides general professional workflow guidance; the actual documents, governing law, and business facts control matter-specific decisions.
Collect the investor questionnaire, current term sheet, draft purchase agreement and disclosure schedules, and proposed investor-rights documents. Identify requests as preliminary if drafts are unavailable rather than assuming their representation scope.
Assemble record locations and responsible contacts for:
These are starting categories, not instructions to disclose every file. Identify subsidiaries, operating locations, important products, and record custodians. Establish counsel’s approval process for privileged, personal, commercially sensitive, or security-sensitive material before external release.
The companion template is Series A Financing Rounds — Diligence request list. Copy this table into your working document or spreadsheet. Use one row per independently answerable request; split requests when owners or access decisions differ.
| ID | Request / basis | Entity / period | Owner / target | Evidence / cite | Status / gap | Access | Action / reason |
|---|---|---|---|---|---|---|---|
“Request / basis” states the records sought and the financing question they answer. Cite the draft provision and original investor request number where available. “Entity / period” prevents a parent-company or current-year response from silently standing in for broader coverage.
Assign stable document IDs in “Evidence / cite,” with sections, pages, or spreadsheet cells for decisive information. Maintain dates, execution status, and versions in the linked document index. “Owner / target” names an individual and an internal response target—not an assumed legal deadline.
Use controlled statuses: collecting, received—unverified, complete, missing, not applicable, or withheld. “Complete” means the response has been checked against the request, not that the underlying issue is resolved. Record substantive concerns and their assigned disposition in “Action / reason,” linking a separate issue record where needed.
Read the term sheet and drafts for the proposed security, option-pool changes, convertible treatment, investor rights, and closing structure. Map investor requests to verification questions. Separate existing rights from proposed Series A rights.
For Delaware corporations, DGCL §151(a) permits differing stock powers, preferences, and restrictions through the certificate of incorporation or board resolutions adopted under express charter authority. It does not supply investors’ particular rights. Request the actual governing records rather than infer rights from a spreadsheet (DGCL §151(a)). (delcode.delaware.gov)
Record: request ID, financing basis, entity, and priority reason. Flag assumptions requiring deal counsel’s confirmation.
Request the stock ledger and capitalization model as of the same date, supported by issuances, grants, exercises, repurchases, and approvals. For each SAFE, note, or warrant, request the executed instrument, amendments, side letters, and records supporting outstanding amounts.
Ask finance to identify differences between its model and legal records. A request for a “fully diluted cap table” alone leaves conversion assumptions, unissued pool treatment, and instrument coverage unexplained. Request a bridge showing those assumptions without treating the model as evidence that the instruments authorize them.
Record: separate rows for governing documents, equity records, and convertibles. Name the reconciliation owner and identify unmatched instruments or missing approvals.
Use draft representations to set categories, exceptions, and coverage periods. For software businesses, address development contributions and license restrictions; for hardware businesses, add design, manufacturing, and supply dependencies. Identify contributors to material IP before limiting requests to current employees.
Do not screen commercial contracts solely by payment amount. RPX’s historical Series A agreement §2.12(b) addressed monetary obligations alongside material IP licenses, product restrictions, and IP indemnities, with specified exceptions. Its $10,000 threshold was agreement-specific, not a universal diligence cutoff (RPX purchase agreement §2.12). (sec.gov)
Include separate questions about assignment, change-of-control, and financing-specific triggers where relevant; do not assume they operate identically.
Record: requests covering relevant low-value agreements, complete contract families, and the nonfinancial selection criteria.
Assign requests to record custodians: finance for capitalization inputs, HR for personnel files, engineering for development contributors, and sales or procurement for contract histories. Counsel should resolve overlapping responsibility rather than combine partial answers into an apparently complete response.
Define responsive evidence. Request executed IP agreements and exhibits, not blank onboarding forms. Request known contract amendments or an explicit description of what the custodian could not locate.
The distinction can matter to negotiated conditions: RPX §§4.6–4.8 required specified organizational records, a filed restated certificate, and employee and consultant agreements. Those were contractual conditions, not universal Series A requirements (RPX purchase agreement §§4.6–4.8). (sec.gov)
Record: owner, internal target, response standard, and outstanding item. Require reasons for “not applicable”; use “missing” when responsive evidence cannot be found.
Separate collection from disclosure. Have counsel assess legal advice, employee information, customer restrictions, and sensitive technical materials. Consider summaries, extracts, redactions, restricted review, or discussion with investor counsel without assuming any alternative satisfies the request.
Do not treat proposed post-closing information rights as a blanket entitlement to pre-closing records. One SEC-filed investment agreement’s Exhibit B §4.1 separately addresses requested information, confidential material, and competitor exclusions. It illustrates why recipient definitions and exceptions matter, not a general pre-closing disclosure rule (filed investment agreement, Exhibit B §4.1). (sec.gov)
Record: access classification, approving lawyer, permitted response, and unresolved objections. Mark withheld material without exposing privileged substance in a broadly shared tracker.
Check that each file answers the request, concerns the correct entity, covers the stated period, and includes signatures and attachments where relevant. Link amendments to base agreements and distinguish operative documents from drafts.
Test cross-record consistency. Does engineering’s contractor list match the IP agreement set? Does the ledger include issuances shown in board minutes? Does an amendment refer to a missing order form? Ask targeted follow-ups rather than reopening entire categories.
Record: document IDs, decisive citations, verified coverage, and remaining discrepancies. Keep “received—unverified” until the response check is complete; link any resulting legal issue separately.
Rank gaps by decision impact: financing authority, capitalization accuracy, core-IP ownership, representation support, or lower-priority clarification. Assign material gaps to decision-makers who can determine whether further evidence, disclosure, remediation, or escalation is needed. Do not assume disclosure resolves the concern.
For a contemplated Regulation D offering, request facts supporting the first-sale determination. SEC guidance ties Form D’s 15-calendar-day period to the first investor’s irrevocable contractual commitment, not necessarily funding, with a weekend or holiday adjustment. Route exemption and state-notice analysis separately (SEC Form D guidance, question 1). (sec.gov)
Record: reviewed version, unresolved requests, decision-makers, internal targets, and filing-fact handoffs. Preserve prior responses and identify changes requiring refreshed evidence. This remains a diligence list, not a closing checklist.
Fictional scenario: Alder Circuit, Inc., a Delaware software company, is preparing a $9 million Series A led by Juniper Ridge Ventures. Both parties, all documents, clauses, amounts, and facts below are fictional. Draft company representations address capitalization, IP ownership, and material contracts.
Finance provides a model; engineering identifies a prototype contractor; sales uploads a strategic customer agreement. The team assigns internal targets by review milestone.
| ID | Request / basis | Entity / period | Owner / target | Evidence / cite | Status / gap | Access | Action / reason |
|---|---|---|---|---|---|---|---|
| A-01 | Note family; capitalization representation | Alder; inception–review date | Mira, CFO / before cap review | CAP-01 G18; NOTE-02 §3 | Received—unverified; model lists $500,000 principal, note states $400,000 | Deal team | Obtain funding and amendment records; principal discrepancy affects conversion inputs |
| A-02 | Executed contractor assignment; IP representation | Alder; prototype development | Owen, engineering lead / before IP review | DEV-03 p.2; CONSULT-04 signature page | Missing; contributor identified, assignment copy unsigned | Counsel first | Search contractor and onboarding records; unsigned copy does not verify execution |
| A-03 | Complete customer contract family; contracts representation | Alder; current relationship | Lina, sales lead / before contract review | CUST-05 §8.2; AMEND-06 §1 | Received—unverified; referenced order form absent | Restricted | Obtain order form; amendment extends exclusivity to products defined there |
These findings change the request list, not merely its completion percentage. A-01 requires support for principal rather than a spreadsheet correction; counsel cannot choose between the amounts without evidence. A-02 requires an executed record or assigned remediation decision, not an assumption that the contractor signed.
A-03 remains in scope despite modest fees because the available amendment creates an exclusivity question. The missing order form prevents the team from identifying the covered products. No row establishes a final legal conclusion or supplies invented missing terms.
DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its due diligence capabilities include bulk document classification to organize collections and prioritize human review. Contract review and tabular review can support examining responsive agreements across the collection. Keep the request list as your team’s work product, with lawyers verifying evidence, disclosure decisions, and legal significance. To assess support for your Series A document set, book a demo.
No. Prepare corporate, capitalization, and core-IP requests first. Map the investor’s list to existing IDs when received and add genuinely new requests rather than maintaining competing lists.
Follow the verification question. Ownership and capitalization may require formation-era records; operating requests should reflect draft representations and business history. State periods explicitly and investigate unexplained gaps.
Management can describe its knowledge and search. Counsel should assess whether that response answers the request or requires investigation. It does not recreate an executed agreement or establish missing terms.
Distinguish internal collection from investor circulation. Internal requests need scope, owners, and targets; external versions also need approved access treatment and accurate response descriptions. Neither version should present unresolved items as complete.
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.