What to upload to your data room
Updated over a week ago

Below are some suggested documents you may want to upload to your data room ahead of sharing with potential investors. It's not necessarily a comprehensive list and different investors may very well have different or additional requirements and sometimes will send you. their own document request list.

1. Corporate Structure

a. Constitutional Documents

  • Constitutional Documents include: memorandum of association, articles of association, certificate of incorporation, commercial licences, register of directors, register of members, share certificates (as applicable)

  • Please provide Constitutional Documents for your company (and if your company has subsidiaries, for each subsidiary as well (Group, and each a Group Company)

  • Please also provide here your latest capitalization table

  • You may also provide any board or shareholder meeting minutes or resolutions

2. Equity

a. Share Purchase Agreements

  • any agreement for the purchase of existing shares from a shareholder of a Group Company

b. Subscription Agreements

  • any agreement for the purchase of new shares to be issued by a Group Company (eg a capital increase for the purpose of raising funds)

c. Share Option Agreements

  • any share incentive plans (SIP) and any agreements granting share options to employees and advisors

d. Convertible Instruments

  • convertible notes, SAFE’s, KISS’s, warrants or similar

3. Governance

a. Shareholders Agreements

  • any agreements between the shareholders, founders and/or investors (any person that holds shares) to govern the shareholding relationship at a Group Company (includes shareholders’ agreement, co-founders’ term sheet, co-founders’ agreement or similar documents)

b. Intra-group Agreements

  • any agreements between one Group Company and another Group Company (e.g. a shared services agreement or employee secondment agreement or office sharing agreement between a parent and its subsidiary)

c. Related Party Transactions

  • any agreements between a Group Company on the one hand and any founder, director, shareholder or investors (e.g. a lease agreement for the office of a Group Company where the landlord is also a shareholder or an agreement where a company owned or controlled by an investor provides services to a Group Company)

4. Team

a. Founder Services Agreements

  • any agreements entered into by a Group Company (typically the holding company) and a founder (can be instead of an employment agreement or in addition to it)

b. Employment Agreements

  • any agreements entered into by a Group Company and any employee

c. Consulting Agreements

  • any agreements entered into by a Group Company and any person who provides services to it, where such person is not an employee (can include IT development, accounting or other professional services)

d. Advisory Agreements

  • agreements entered into by a Group Company and an advisor to it (e.g. mentoring, strategic advice etc.)

5. Intellectual Property

a. Registered IP

  • all IP that is registered with an authority (e.g. registered trademarks or patents)

b. Unregistered IP

  • details and related documents (if any) of any other IP that may not be registered yet or be registrable (e.g. logo, name, website, app published on an app store, source code, know how etc.)

c. IP Infringement

  • details and related documents (if any) of any actual or potential infringement of the Group’s IP by a third party or infringement by a Group Company of a third party’s IP (include claim details, facts of the dispute, status and any supporting documents and correspondence)

d. IP Assignment

  • IP assignment agreements or IP assignment provisions in founder service agreements, employment agreements, consulting agreement or advisory agreements entered into by the founders, employees, consultants and/or advisors

6. Other

a. Litigation

  • details and related documents (if any) of any actual or potential disputes or claims involving a Group Company

b. Material Agreements

  • agreements with key customers and suppliers (ie revenue generators and cost centres, limited to the top 10 by revenue or cost)

  • any other agreements you believe are material to the Group and are not covered by the other categories

c. Real Estate

  • leases or rental arrangements entered into by any Group Company, as well as owned real estate (if any)

d. Finance

  • Monthly and quarterly management accounts, and annual accounts (and any related documents such as board reports or auditor letters)

  • Other finance-related reports and documents (cash flow analysis, budgets etc.)

e. Investor Update

  • any documents related to your investor updates (including KPIs, reports (other than finance reports set out above) and the text of any quarterly update emails you send)

f. Miscellaneous

  • any other document that is relevant to your Group, but does not fall within the above categories (e.g. KYC documents)

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