What Should be in a Startup’s Data Room?

Matt Preuss
Marketing Manager

An investor data room is a powerful tool to better your odds of a quick and efficient fundraising process. When setting out to raise capital for your business investors will often ask to see past financials and historical metrics.

Having an investor data room prepared is a surefire way to speed up the process and impress potential investors. Andrea Funsten is an investor at Basecamp Fund so it is safe to say she has seen her fair share of startups. An easy way to impress Andrea and get her to move forward with the deal quickly? A data room.

Related Resource: You can now build and share your data room with Visible. Give it a free try here.

As Andrea Tweeted, “Even as early as the seed stage, an organized data room can make you stand out from the crowd. Sharing a list below of items that I received this week from a founder who is ~2 months away from raising. Left me so impressed and eager to move fast on the deal.”

Should I Have an Investor Data Room?

Before putting together your investor data room you need to ask yourself, “Should I have a data room?” The idea of data rooms is widely debated between VCs and founders. As seen above, access to a data room allowed Andrea to move quickly on her deal. On the flip side, Mark Suster claims that “you should never have a data room.” Why?

Mark makes the case that a data room actually slows down the process. After meeting with an investor for the first time they may ask for a data room, hem and haw over the details, and delay giving a solid yes or no for as long as possible.

However, there are clear advantages to using an investor data room. If done correctly, a data room can field most questions and due diligence that investors will have. In a world that continues to move away from in-person events, the ability to control the story of your data and startup is vital. The scale at which you can contact and answer questions from potential investors will allow you to focus on other aspects of your business — not just fundraising.

If you have a line of investors out the door eager to write a check — sure, you can probably skip the data room. If you’re like the 99% of companies speaking to countless investors and pressing to close your round, you may benefit from a structured and scalable way to share your data. Learn more about why you should have a data room from Elizabeth Yin of Hustle Fund below:

If you have decided a data room is right for your company, the question now becomes “How and what should be in my investor data room?”

Benefits of an Investor Data Room

Building momentum in a fundraise, especially at the early stages, can almost feel impossible. Having your documents and assets in one place is a surefire way to speed up the process as much as possible. Unfortunately for founders, different investors will want to see different documents throughout a fundraise. In order to best prepare for one-off requests, it is vital to have all of your materials in 1 place to speed things up. A few benefits of a data room:

  • One central spot where all of your most important documents live
  • A forcing function to prepare the required materials before a fundraise
  • Easily share documents with investors
  • Track how specific investors are engaging with your fundraising materials.

What Should Be in My Investor Data Room?

Deciding what to include in your investor data room can be intimidating. You don’t want to include too much or too little. Remember the goal is to be more efficient to speed up your fundraise. However, most investors will be looking for similar things in a data room.

It is important to share what feels right to you — some blanket tips/best practices:

  • Do not over-share information
  • Share the most up-to-date information
  • Well-organized and easy to navigate

Every business is different. These are simply suggestions for what founders can include in a data room. For example, a Series A company might have more robust financials and documents to include compared to a pre-revenue company. Check out a few suggestions for what to include in a data room below (we recommend each major section being a main folder with sub-folders underneath).

Overview Folder & Documents

As we mentioned above, organization is crucial for a successful data room. Having an overview folder with key information is a great way to set the tone. You can include a cover letter to help lay out the data room, your most recent pitch deck, and term sheet.

Related Resource: How to Write a Cover Letter for Your Data Room

Financials & Cap Table

To start, you will want to include the basics for your fundraise. This includes your deck, basic financials (cash metrics, OpEx, etc.), projections for the following year, and your cap table. Be sure to include any happenings and commitments for the current round as well. All of these things should be easily accessible for you and should require minimal effort to get them together.

The team at Corl suggests including the following documents as well:

  • Voting agreements
  • Investor rights agreements
  • First refusal & co-sale agreements
  • Stock purchase agreements
  • Capitalization table
  • Any documents/details on previous raises

Related Resource: The Startup Metrics Potential Investors Want to See

Market Data & Research

This section is intended to show you have a deep understanding of your market and your immediate competitors. Include any first-hand market research or public reports that are relevant to your market. You will also want to share a competitive analysis showcasing different price points and feature differences.

As Andrea Funsten wrote, “include a competitive Landscape Tracking Sheet – a list of companies that they are tracking, some that are not on the market yet. I love that they were not afraid to share this and were extremely thorough.”

Incorporation Docs

Investors will want to quickly glance at incorporation docs to make sure your company is set up for success. A couple of example docs that are worth including

  • Amended and restated articles of incorporation.
  • Bylaws
  • Business certificates
  • Tax IDs

Team & Stakeholders

This is exactly what is sounds like, a section to highlight your team members. This should also show the exact titles, salaries, and job description for current team members.

Also use this as a section to showcase where your next hires will be. This will not only help share the vision of the team you are building but can also allow investors to jump in and help hire from their network. To go above and beyond, you can also include things like onboarding documents to offer a glimpse of your culture and hiring process. A couple of example ideas:

  • Employee contracts
  • Team overview
  • Onboarding documents
  • Info on current board members
  • Past board decks

Past investor Updates

Not only will including past investor updates help them assess the growth of the business, it is a surefire way to show you take investor communication and transparency seriously. As Andrea Funsten Tweeted, “Recent investor updates for the last 6 months. Helps me not just gauge the level of transparency that they have with their investors (sharing the bad just as much as the good) but I can see the progression over time.”

Customer References

During due diligence, investors will likely want to understand how your customers view your company. You can include a customer references and referrals section in your data room to help demonstrate how much your customers love your company.

Marketing materials

This can be a quick section showcasing your brand and marketing vision. Include your pitch deck as well as a deck you may share with customers. The team at Corl suggests sharing a 1-pager on your brand and marketing vision here as well.

Related Resource: Are Your Marketing Efforts Really Enabling Sales Performance?

Product

Some companies might want to include a section about their product or service. This can include anything from a demo video to IP information and patents. Check out a few examples of what you might want to include with your product folder below:

  • IP information
  • Demo video
  • Technology (APIs, integrations, roadmaps, etc.)

What else?

These are the basics to get you started with your data room. While different investors may want to see different things, these should give you a solid start. You may be asked to include things like intellectual property, technology stacks, and more company documentation.

What Shouldn’t Be Included in My Investor Data Room

As a founder it is important to control your story during a fundraise. To help with this it is important to make sure what your investors are seeing and engaging with throughout a fundraise. Certain data or documents without context can be dangerous to a raise so it is important to keep tabs on what is in your data room. A few things that might not be worth including in an investor data room:

  • Documents that aren’t vital to investors for decision making
  • Sensitive information or data that might require additional context
  • Documents that are not important to the stage an investor is at in the journey – for example, if they are only taking a coffee meeting, limit what you are sharing with them.

Build Your Data Room With Visible

At Visible, we oftentimes compare a fundraise to a B2B sales and marketing funnel. At the top of your funnel, you are finding new investors. In the middle, you are nurturing and pitching potential investors. At the bottom of the funnel, you are working through diligence and ideally closing new investors.

With the introduction of data rooms, you can now manage every aspect of your fundraising funnel with Visible.

  • Find investors at the top of your funnel with our free investor database, Visible Connect
  • Track your conversations and move them through your funnel with our Fundraising CRM
  • Share your pitch deck and monthly updates with potential investors
  • Organize and share your most vital fundraising documents with data rooms

Beyond DocSend: Exploring Innovative Document Sharing Platforms for Modern Teams

Manage your fundraise from start to finish with Visible. Give it a free try for 14 days here.

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