Seed round data room checklist for Indian startups

A seed round data room checklist has six parts: company basics, your deck and model, your numbers so far, the cap table, team and IP papers, and key contracts. Put those in clean, clearly named folders before your first investor meeting, and you'll answer most requests with one link instead of thirty emails.

Who this is for: founders of Indian startups raising a pre-seed or seed round, usually between ₹1 crore and ₹15 crore, who want to look organised without spending a month on paperwork.

What a data room is for at seed

A data room is a shared, private set of folders where investors check what you've told them. At seed, nobody expects a law firm's archive. Investors want to confirm three things quickly: the company exists and is set up properly, the numbers in your deck are real, and nothing in the paperwork will cause trouble later.

That's it. A good seed room answers those questions in under an hour of reading. A bad one either has too little, so investors keep asking, or far too much, so they can't find anything and wonder what you're hiding in the noise.

There's a second reason to build it early. Investors talk to each other. A founder who sends a tidy link the same day gets a reputation for running a tight ship, and that reputation travels faster than your deck.

The six folders every seed round data room needs

Use the same six folders, in this order. Number them so they sort properly.

A note on the numbers folder

Keep one metrics sheet, and define every number the same way your deck does. If the deck says "₹40 lakh ARR", the sheet should show which customers make up that ₹40 lakh and how you worked it out. Investors lose trust fastest when two documents disagree.

Bank statements matter more than most founders expect. They're the one document you didn't make yourself, so they're what an investor uses to check everything else.

A note on the cap table

If you've raised before on convertible instruments, show both views: the cap table today, and the cap table after the new round with everything converted. Our post on CCPS, CCDs and iSAFEs explains how those convert.

The one-page round summary

This is the most underrated document in a seed room. It sits in folder 02, next to the deck, and answers the questions every investor asks on the first call. Keep it to one page:

Investors forward this page to their partners more than any other. When it's clear, the partner meeting starts with your numbers instead of questions about them. Our post on calculating runway shows how to work out the runway line properly.

Keeping the room current

A data room goes stale quickly. Add each month's P&L and bank statement as soon as the month closes, update the metrics sheet, and replace the deck if you change it. Put the date in every filename. An investor who comes back after six weeks should see this month's numbers, not the ones from your first meeting.

What to leave out of a seed data room

More isn't better. Leave these out at seed, or keep them for the final stage of diligence:

• Individual salaries. Share total payroll by team, not each person's pay, until you have a term sheet.
• Customer names you've promised to keep private. Use "Customer A" in early folders and share names under the final legal review.
• Drafts and old versions. One current file per document. Delete "deck_v7_final_FINAL".
• Raw exports. Nobody wants a 40,000-row Tally export at seed. Share the monthly summary.
• Anything you'd be uncomfortable seeing forwarded. Assume any file can leave the room, and decide accordingly.

The order investors open things

From how associates describe their own process, the pattern is fairly steady. The first look is the deck, then the numbers, then the cap table. Legal documents come last, usually after a partner meeting.

That tells you where to spend your time. A perfect folder of board resolutions won't save a confusing metrics sheet. DocSend's research on pitch decks found investors spend less than three minutes on a deck, so the first documents they open have to be clear on their own.

Practical order for preparing the room:

1. Deck and one-page round summary.
2. Metrics sheet and monthly P&L.
3. Cap table, before and after.
4. Company basics.
5. Team and IP papers.
6. Contracts.

We go deeper on this in what investors actually read in your data room.

Seed round data room checklist, item by item

Tick these off before you send the first link.

Company basics

• Certificate of incorporation
• MOA and AOA, latest version with all amendments
• Company PAN and TAN
• GST registration certificate(s)
• Current list of directors and shareholders
• Registered office address proof

Deck and model

• Pitch deck as a PDF, same version you present
• Financial model in Excel, assumptions on one tab
• One-page round summary

Numbers so far

• Monthly P&L since launch, or last 12 months
• Bank statements for the same period
• Metrics sheet with definitions

Cap table

• Current cap table
• Pro forma cap table after this round
• ESOP plan and grant list (totals are fine at seed)
• Convertible instruments with their terms

Team and IP

• Founders' agreement
• Offer letters for key hires
• IP assignment from founders, employees and contractors
• Trademark filings, if any

Customers and contracts

• Top three to five customer contracts or LOIs
• Key vendor agreements
• Any loans or guarantees

How to share the room safely

Treat access like you'd treat keys to the office. Some simple rules:

• One group per investor firm. Each firm sees only the folders you've chosen for them.
• Start narrow. Folders 01 to 04 after the first meeting. Add 05 and 06 when a partner is involved.
• Watermark with the reader's name. It doesn't stop screenshots, but it changes behaviour.
• Set an end date. Access that ends after 60 or 90 days saves you a clean-up job later.
• Ask for an NDA only when it's fair. Most VCs won't sign one for a first look. See NDAs with investors for when to ask.

Getting ready for what comes after the term sheet

A seed room grows into a diligence room. Once you sign a term sheet, the lead investor's lawyers send a longer list. If any of your investors are foreign, there's also paperwork after the money lands. For example, the company must report the share allotment to the RBI on Form FC-GPR within 30 days of allotment, along with a valuation certificate.

One piece of good news for Indian founders: the angel tax under section 56(2)(viib) was abolished from FY 2025-26, so a premium over fair value no longer creates that tax problem. Your CA will still want a proper valuation for FEMA and company law purposes.

If you build the seed room well, the Series A version is mostly adding folders, not starting again. Our Series A diligence checklist shows what gets added.

Common mistakes

• Building the room after the term sheet. By then you're rushing, and it shows.
• Two numbers for the same thing. ARR in the deck doesn't match ARR in the sheet.
• Missing IP assignment. An early freelancer who built the first version never signed one. Fix it now, while you're on good terms.
• One shared link for everyone. You can't see who read what, and you can't take access back from one firm.
• Filenames nobody understands. "Scan0042.pdf" costs you goodwill. Use "01 Certificate of incorporation.pdf".

Questions people ask

What documents do I need in a seed round data room?

At seed, investors want six things: company basics such as the incorporation certificate and MOA and AOA, your deck and financial model, monthly numbers and bank statements, the cap table, team and IP papers, and your key contracts. You don't need a full legal archive yet. Clean, current and easy to find matters more than volume.

When should I set up my data room?

Before your first investor meeting, not after the first term sheet. Interested investors ask for documents within days, and a room that's ready signals that you run the company properly. It also stops you emailing the same files again and again, and losing track of who has which version.

Should I share my data room with every investor I pitch?

No. Share the deck widely, but open the full room only to investors who have taken a meeting and shown real interest. Give each one access to the folders they need, add their name as a watermark, and keep sensitive items like salaries and customer contracts for the final stage.

Can I just use Google Drive as a data room?

You can at seed, and many founders do. The gaps show up later: you can't see who opened what, files get forwarded without a trace, and access is hard to take back. If you use Drive, keep one folder per investor group, turn off downloads where you can, and review sharing every week.

Sources

• Visible.vc: How to build a data room (opens in a new tab)
• DocSend pitch deck research (Dropbox) (opens in a new tab)
• Treelife: FC-GPR filing after foreign investment (opens in a new tab)
• ClearTax: Angel tax abolished from FY 2025-26 (opens in a new tab)

This is general information, not legal or tax advice. Check with your CA or lawyer for your company's situation.