Your company is up and running, and it feels like you have a countless number of legal documents floating around. You’re going to want a way to store and organize those documents, particularly when it comes time to raise money, and a Data Room is going to be crucial for doing so and successfully raising funds for your business.
So what does a Data Room for a startup look like? It typically includes, but is not limited to:
- An organized, up-to-date capitalization table
- Executed and signed versions of all company documents
- The laundry list of additional documents investors typically request during fundraising due diligence
Data Rooms can either be manually compiled in a virtual repository such as Google Drive or Dropbox, compiled in a dedicated virtual Data Room solution like Sharevault, or automatically and dynamically generated by software services as documents are being completed.
Using a repository such as Google Drive requires organizational discipline—you’ll have to come up with naming conventions and track final versions, and will also probably want to create a sub-folder structure for easier document management as the contents of your Data Room expands. Conversely, our Data Rooms are self-organizing, automatically filing documents away in the appropriate pre-established folders, storing only the executed or latest version of a document, and providing detailed tracking and reporting on who accesses your documents.
When should I put my data room together?
Many entrepreneurs only put together their Data Room when they need it (usually when fundraising due diligence is taking place). This is an incredibly inefficient and stressful practice, and regularly updating your Data Room or having an automatic Data Room that works behind the scenes to add new documents (like ours) can save you time and money (and stress!) in the long run.
What is fundraising due diligence?
Fundraising due diligence is the process by which investors investigate your company when they are interested in potentially investing (from early stage interest to the more involved steps of a term sheet and a Stock Purchase Agreement containing representations and warranties). For a bit more insight into the process, check out our due diligence checklist.
What documents do venture capitalists (and their lawyers) look at?
On the documents side, due diligence can include a number of different things — we’ve put together a basic list below, but individual firms may ask for additional items. Due diligence also often includes information on your product, the founding team (what’s referred to as “personal diligence”), and market diligence.
Here’s a list with a selection of documents and information that you could be expected to provide during due diligence:
- Balance sheet and historical financial information
- Any securities that have already been issued (equity)
- Any debt holdings or business loans
- Any material business contracts (including contracts such as partnership agreements and property leases as well as client contracts/services agreements if applicable)
- Board and shareholder actions and meeting minutes
- Certificate of Incorporation and Bylaws
- HR details (including employment contracts, offer letters, benefits, salaries, directors and officers, and agreements related to Intellectual Property assignment/contribution and confidentiality)
- Documentation related to all shareholders’ or equity grant agreements (including stock incentive plans, vesting schedules and purchase agreements)
- Documentation related to debt or other types of financing
- Business plans, budgets, or projections
- Documentation related to litigation and disputes concerning your company
- Documentation related to the company’s IP, such as patents, patent applications or trademark and copyright filings, if applicable
As we said, this is just a high-level list to get you started, and is by no means exhaustive. Well-organized documents are typically arranged by category, including corporate governance, finance, and human resources.
Why does it benefit me to have a data room available if and when fundraising opportunities arise?
Having a Data Room with all of your company’s relevant documents gives you a serious leg up when fundraising opportunities arise. To start, having all your documents in one place means that you can spend the time leading up to meetings with investors focusing on your pitch and strategy, rather than scrambling at the last minute to pull company materials together (and realizing that things are missing or not properly executed).
Committing to keeping your documents in a designated Data Room, or using a tool like our equity platform that will literally do this for you, makes you appear organized and responsible to investors, and makes their diligence process that much easier. With our platform, the operative version of every document executed on our platform is automatically added to your Data Room. Documents stored in your Data Room also contain links to attachments and back references to allow you to easily trace supporting materials and capture the corporate legal history of your company.
Even if you have to add additional documents to your Data Room that your investors request, you will be saving valuable time with an up-to-date document repository as your starting point, and can quickly get investors the information that they need. When you’re trying to raise funds for your company, do you really want to give anything less than your best first impression?
What is the benefit of an automated data room?
Automated data rooms do the heavy lifting for you — auto-populating documents and organizing them for you. Many organizations get disorganized quickly with more manual data room options, which is why we've created a structured and easy option for busy and growing companies.
With Fidelity, you get a fully automatic Data Room that works behind-the-scenes to add important documents as they are completed, meaning that every time you finish a workflow, the resulting docs are automatically collected and organized. Learn more about how our Automated Data Room works.
Ready to raise an equity financing round? Let's talk about how Fidelity can help.