They loved your pitch. Now they want to open the hood.
You’ve secured that golden first “yes” from investors. But before the money hits your bank account, they’ll do something else. Something far more intrusive than a pitch meeting: due diligence.
And if you’re not ready?
That’s how promising deals die.
Here’s your ironclad, startup-tested, founder-approved Due Diligence Checklist for 2025—built for Indian startups by compliance professionals who’ve sat on both sides of the table.
1. Legal Entity & Corporate Structure
You don’t get to raise if your house is built on legal sand.
Checklist:
- ✅ Certificate of Incorporation (Private Limited, LLP, etc.)
- ✅ MOA and AOA (Check for fundraising clauses and share allotment rights)
- ✅ PAN, TAN, GST and other essential registrations
- ✅ Board Resolutions for fundraising, equity changes, ESOPs
- ✅ Shareholding Pattern (Cap Table) updated with all investors and founders
Why It Matters: Investors want assurance that your company exists legally—and that it can raise capital without regulatory roadblocks. One mismatch in your ROC filings and the deal enters cold storage.
2. Financial Statements & Projections
If you can’t show where the money went, they won’t give you more.
Checklist:
- ✅ Audited financials for the last 2–3 years (or as available)
- ✅ Income tax returns and GST filings
- ✅ Detailed MIS Reports (Monthly revenue, burn rate, margins)
- ✅ Projected Financial Model (12–24 months, assumptions included)
- ✅ Bank statements matched against invoices
Pro Tip: No Excel wizardry will save you if numbers don’t reconcile. Be honest. Over-optimism reeks of desperation.
3. Compliance & Regulatory Readiness
In 2025, compliance isn’t a backend function—it’s a dealbreaker.
Checklist:
- ✅ MCA filings up to date (DIR-3 KYC, MGT-7, AOC-4, etc.)
- ✅ DPDP Act 2023-25 compliance (Privacy Policy, Consent Management, DPO appointed)
- ✅ ESI, PF, Shops & Establishment compliance (if applicable)
- ✅ Contract Labour & Environmental Compliance (especially for manufacturing)
- ✅ FEMA & RBI approvals for past foreign funding rounds (Form FC-GPR, FLA)
Note for SaaS Startups: If you’re handling sensitive user data (especially healthcare, fintech, or edtech), data compliance audit trails are no longer “good-to-have.” They’re non-negotiable.
4. Intellectual Property (IP) Proofs
Your code isn’t an asset until it’s protected.
Checklist:
- ✅ IP assignment agreements with all developers (employees, freelancers, interns)
- ✅ Trademark certificates for brand names and logos
- ✅ Patent filings (even if “provisional”)
- ✅ Licenses for third-party code/software you’re using
- ✅ Non-Disclosure Agreements (NDAs) for all product collaborators
Founder Red Flag: If your CTO built your backend using open-source code with viral licenses (like GPL) without disclosures—investors will run. Fast.
5. Contracts & Client Agreements
Investors want to see traction. But they need proof.
Checklist:
- ✅ Signed client contracts (highlight key clauses: lock-in, exit, IP ownership)
- ✅ Vendor contracts (especially tech, hosting, cloud infra)
- ✅ Affiliate and channel partner agreements
- ✅ Loan or credit facility documents (if any)
- ✅ Terms of Service & Privacy Policy (public-facing + platform terms)
Pro Tip: Ensure every client deal reflects value capture. One big name on your deck won’t cut it if the contract is just for ₹5,000/month.
6. Team & HR Documentation
People build startups. Investors invest in people with structure.
Checklist:
- ✅ Founders’ employment letters and vesting schedules
- ✅ ESOP Policy & Pool Setup (plus Form SH-6 if allotted)
- ✅ Offer letters, NDAs, and Non-compete agreements for key employees
- ✅ Organizational chart with current roles and reporting lines
- ✅ Background verification policy/process
Early-stage Alert: If you’re paying people off-books or via “freelancer arrangements” for FTE roles, clean this up before due diligence begins.
7. Cap Table and Investment History
No one likes surprise ghosts on the cap table.
Checklist:
- ✅ Updated Cap Table (pre- and post-money valuation impact)
- ✅ SHA, SSA, and other past investor agreements
- ✅ Convertible Note / SAFE agreements (with conversion clauses)
- ✅ Board meeting minutes approving past fundraises
- ✅ RoC filings (Form PAS-3, SH-7, etc. for share allotments)
Bonus Tip: Include a founder dilution summary. Investors will appreciate the transparency—and you’ll project leadership, not neediness.
8. Litigation & Risk Disclosure
They’ll Google you. But you better tell them first.
Checklist:
- ✅ List of any ongoing or past legal disputes
- ✅ Consumer complaints, especially on regulated platforms (Play Store, SEBI, IRDAI, etc.)
- ✅ Cyber incidents or data breaches (including resolution status)
- ✅ Internal investigations (if any) or whistleblower cases
Important: Disclose what’s material. Burying bad news will kill investor trust more than the issue itself.
9. Pitch Deck & Story Validation
This is the part they actually remember. And cross-check later.
Checklist:
- ✅ Pitch Deck that matches submitted data (no inflated TAMs or made-up traction)
- ✅ Use of Funds breakdown that ties back to projections
- ✅ Vision + Exit Strategy (build-to-scale or build-to-sell?)
- ✅ Team slide that includes real bios, not “dream versions”
- ✅ Customer testimonials or product demos
Investor Psychology Insight: They don’t back perfect pitches. They back prepared founders.
Fundraising Isn’t Just a Goalpost. It’s a Mirror.
When investors ask for documents, they’re not just looking for gaps in your files. They’re looking for gaps in your thinking. Due diligence exposes not just operational cracks—but leadership blind spots.
The founders who walk in ready?
They don’t just raise. They lead.
Need a Professional Fundraising Diligence Pack Done for You?
Prgenix works with early-stage and growth startups across India to audit, compile, and bulletproof their due diligence packs before investor meetings. Get the compliance edge before you’re on the table.
👉 GET YOUR DUE DILIGENCE PACK →
Or speak directly to a Prgenix fundraising consultant: Contact Us