Investor Due Diligence Checklist
Three documents and three sheets, keyed to the investor's own item numbers so no status cell is ever left blank.
Free download · No account needed
A diligence list arrives numbered, and the company answers it in its own vocabulary. That is where the momentum goes. Their analyst is working the list they sent, so every reply organised differently has to be re-mapped by hand, by them, and the items that fail to map get asked for twice. The second failure is quieter: a blank status cell has exactly one meaning to the person reading it, which is not done yet.
Stonemarket Data is an invented Delaware company at Series A, answering an 84 item list against the room it built from the startup data room checklist. Thirteen items would have been blank on a first pass. Nine did not exist and never had, because a 22-person company has no SOC 2 report and no transfer pricing file. One line of reason each closed all nine, and the investor's outstanding list dropped from thirteen items to four. That is an afternoon's work against the thing a diligence process costs most.
The other silent failure is the reissue. Their first list had 79 items and their second had 84: five added after the partner meeting, three renumbered. A company still answering version one gets eight items wrong. And the boundary between an item that never applied and one that should exist is not a matter of taste, because Delaware enumerates the books and records a stockholder may inspect, and board minutes are on that list.
What's in the pack
Request Tracker
One row per item, keyed to the investor's number verbatim and carrying the version of the list it came from. Five statuses, none of them blank, and both numbers retained when an item is renumbered.
Owner and Status
The same items grouped by who has to produce them, with the longest item per owner and a flag for whether that owner is on the critical path at all.
Document Register
The index of everything sent, with file name, folder, date and the source of truth behind each one. A document nobody can reproduce is a finding rather than an upload.
Answering an Item That Does Not Exist
The two kinds of nothing, why they are opposite in meaning, and nine worked one-line answers. Plus the four things a good never-applied line avoids, including the promise you did not mean to make.
Explanation Memos
Two memos written out in full, one on an election filed eleven days outside its window and one on an offsetting pair of cap-table errors, plus the eight-item list they came from.
Response Note
The one-page cover that states the status counts, names the critical path item and its owner, lists the memos, and asks for one thread and one contact.
How to use it
- 1
Open in River, or download it
Take the blank Word and CSV files with no account, or install the pack in River and paste in the request list you were actually sent.
- 2
Read the list before reading any document
Item count, section count, duplicate pairs, and which items need somebody outside the company. All available before a single file is touched.
- 3
Do the never-applied set first
It is the cheapest work on the list and it produces the largest single drop in what the investor believes is outstanding. One clause of reason each.
- 4
Report a critical path, not a percentage
The longest item in business days, its owner, and the day everything else closes. Ninety-six percent complete can mean Friday or three weeks out.
Frequently asked questions
Is this template free?
Yes. Three documents and three sheets download as Word and CSV files with no signup and no credit card. Edit with AI is the optional path where the agent builds the tracker from the list you were actually sent. The rest of the library is at the template index.
What format are the downloaded files?
Word documents (.docx) for the Response Note, the Explanation Memos and the guide to answering an item that does not exist, and CSV (.csv) for the Request Tracker, Document Register and Owner and Status sheets. No conversion step.
Why not just use my own checklist?
Because the analyst is not reading your checklist. They are reading the numbered list they sent, using it as their own internal status report. A reply organised any other way has to be translated by them, and the items that fail to translate get requested again.
What counts as an item I should have and cannot find?
Anything the company is the kind of company to hold. Delaware's inspection statute names board minutes, records of board action and three years of annual financial statements among the categories a stockholder may demand, so those are never in the never-applied bucket at any stage.
One of our 83(b) elections was filed late. What goes in the tracker?
The transfer date, the filing date, and the fact that the regulation requires filing not later than 30 days after the transfer. Then the company's own tax counsel as the owner. The pack records dates and arithmetic and does not characterise consequences.
Should we volunteer a problem before they find it?
For anything a competent analyst finds anyway, yes, with the arithmetic already done. Eight of the worked example's 84 items went out with half a page attached. A memo turns a discovery into a paragraph, and a company that has enumerated its own rough edges has clearly read its own documents.
What should be ready before diligence starts?
The room itself, a reconciled cap table, and a 409A document checklist if options have been granted since the last report. Getting to a signed term sheet in the first place starts with a dated investor target list. Where the counterparty is an acquirer rather than an investor, the same gaps get priced and dated in the business sale preparation pack.
Turn their list into a tracker with no blank cells
Download the blank pack as Word and CSV files, or open it in River and paste in the request list exactly as it arrived, numbering intact.
Edit with AI