What documents and diligence do investors ask for at seed, and how do I get ready?
The short answer
Seed diligence is light but not zero: expect a data room with your deck, cap table, incorporation and founder agreements, any IP assignments, key contracts, basic financials, and metrics. Set this up before you start pitching, scrambling for documents mid-raise signals disorganization and stalls momentum. In India, have your company registration, founder equity split, and any ESOP pool documented cleanly, messy paperwork is the single most common cause of a delayed closing.
Go deeper, your way
3 hand-picked resources, 3 link-checked. Pick how you want to dig in.
📄 Article
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Why we picked it
This is the exact list a founder gets handed once a term sheet lands, written by YC Continuity's general counsel after hundreds of financings, so it is the request list itself and not a vendor's marketing checklist. It spells out the corporate, equity, IP, and financial documents investors ask for, and it makes the core point plainly: assemble the data room before you sign, and you cut about a week off closing. Treat it as a starting point to pre-build your folders, not a legal opinion on your specific deal.
The scramble is avoidable: having board minutes, stockholder and option lists, incorporation docs, and recent financials ready before the term sheet saves roughly a week at closing.
Investors want the paper trail of your equity (who owns what, at what price, on what dates), so a clean cap table and signed option agreements sit at the centre of the ask.
This is post-term-sheet reality, so build the folder structure now while things are calm rather than reconstructing it under a deadline.
Why we picked it
Written by a VC for early-stage founders, it explains what light-touch seed diligence actually is: at seed the room skews qualitative (story, market, product, early metrics) while growth-stage rooms go quantitative, so you are not expected to have the paperwork a Series A demands. It also gives the practical mechanics, folder structure, naming, and having it ready before meetings start rather than trickling documents out.
Seed diligence is deliberately lighter: the room leans on narrative (overview, market, product, early traction) rather than the exhaustive legal file a later round requires
Have the room ready before your first pitch, drip-feeding documents mid-process signals disorganization and kills momentum
Organize by intuitive folders with clean naming and track engagement (DocSend-style) so you know which investors are actually reading
Why we picked it
This is the India-specific piece the global guides cannot give you: it names the exact ROC and MCA filings investors reconcile your cap table against (PAS-3 for every allotment, MGT-7 annual returns, MGT-14 for ESOP schemes) and the FEMA FC-GPR filings that trip up foreign-funded companies. It maps the five deal-blocking red flags Indian investors hunt for, so you can clean the paperwork before it becomes a Condition Precedent that delays your closing.
Every share, CCPS, CCD, or SAFE allotment needs a PAS-3 filed with the MCA, investors reconcile your cap table against these filings and a mismatch is the most common deal-blocker
Core IP must be legally assigned from each founder to the company, IP sitting in a founder's name is a top red flag
An ESOP pool created by board resolution without the required special shareholder resolution is treated as unauthorized, document the scheme and grant letters cleanly before you raise
