Understanding the process of startup due diligence checklist that potential investors will perform on your firm and being ready to fulfill the due diligence goal will be your best chance of completing your initial funding, Series A round, and beyond swiftly.
It is best to set up a virtual data room (VDR) even before you start your due diligence. Successfully managing your virtual due diligence room (VDR) not only speeds up the process but also reduces the possibility of the deal failing if it takes too long.
When Is Startup Due Diligence Checklist Carried Out?
As soon as the startup and the investor agree on the term sheet, the process begins. The investor will then provide a list of venture capital due diligence requests at that point. This will tell you of the documents they’ll require as well as the data and access you should give.
Usually, due diligence is a lengthy procedure. It can take many weeks if you have all the necessary paperwork ready. It could take months to gather important papers or to clarify some discrepancies in the data you submitted.
What VCs Will Examine in Their Startup Due Diligence Checklist
Investors will make every effort to conduct full research and look through every possibility for potential liabilities. They will need to concentrate their attention on a few key business areas, however, in order to finish the due diligence procedure as soon as possible.
Normally, investors look closely at six important areas that arise most frequently:
The people
Venture capital firms will closely examine the backgrounds of the founders and management team, particularly those seeking to invest in early-stage startups. Many investors are drawn to startups not only because of the product or service but also because of the people they are investing in. After all, funding is a business relationship more than merely a matter of cash and appraisals.
Effective partnerships must have a human component, and venture capitalists usually prefer to deal with people who they think are a good fit in terms of both vision and personality. If the VC finds unsettling red lights in the startup’s past, they may decide not to proceed with the purchase, even if the value, financials, and product are all perfect.
The Financials
More so than your projections and forecasts, your company’s historical financial performance serves as investors’ best predictor of future performance. They will want to thoroughly examine your financial records, closely examine any debt you have piled up, and review the terms of your contracts with current investors and partners. Unwise debt, unreasonable burn, or a history of disastrous agreements could put your funding at risk.
Remember that as part of the due diligence procedure, you will be required to submit comprehensive financial documents. Investors are likely to wish to see the following documents:
- Every certified statement of finances
- Your most recent financial statements are available.
- Extracted annual tax statements from the floating charges record
- The most recent available balance sheets as well as annual balance sheets
- Your statements of profit and loss
- Your yearly budget, which includes a detailed account of your costs and income
Preparing this paperwork can be challenging for early-stage firms, particularly if they don’t yet have a Chief Financial Officer (CFO) or are outsourcing the position. For this reason, it’s a good idea to begin getting the paperwork ready as soon as you begin to consider raising funds, ideally even before the due diligence process starts.
The products
Traditional enterprises generally attain a competitive edge by means of pricing, market positioning, and operational magnitude. Conversely, the innovative potential of startups to upend established businesses makes them attractive. Due to this emphasis on innovation, investors are particularly drawn to startups because of their potential for ground-breaking products and the startup ecosystem.
Expect that potential venture capitalists will thoroughly examine your product’s functionality, development process, manufacturing methods, and distribution strategy.
Complete code evaluations are expected of startups that depend on tech platforms or have software products. Investors will be interested in your platform’s scalability and how well-written your code is.
Investors will also want to be certain that you are the legitimate owner of the rights to your good or service. Your patents and ownership of intellectual property will be investigated. For most institutional investors, intellectual property lawsuits or disagreements will raise warning flags. Since intellectual property lawsuits are typically expensive, time-consuming, and complex, nobody wants to get involved in one. It is advisable to disclose any intellectual property concerns you may have throughout the due diligence phase and to make all relevant patent and legal records freely available.
The Market
During the due diligence process, investors will examine more than just your company. They’ll also be curious about your general standing in the market as well as its viability.
It is likely that they will request accurate data regarding the size of that market and the portion that you will be able to take. They’ll probably do more independent research in addition to requesting this material.
They may back out of the agreement if they determine that there isn’t enough opportunity for growth because your product isn’t a good fit for the market or because there isn’t a large enough potential consumer base.
Equity Structure
Complex ownership structures are a common feature of startups. Angel investors, early-stage investors, and several co-founders could all own stock. Furthermore, agreements struck with them might include conditions that influence how the firm is seen at this point in the funding cycle.
During the due diligence phase, any agreements the business has with prior investors will be closely examined. Investors will pay particular attention to the share structure, debt, and other terms stated in the contract.
Risk Management
Investors’ tolerance for risk varies. If there is a significant possibility of profit, some people could be prepared to make riskier investments. Some people could be more cautious and only put money into companies they believe will succeed hands-down. All investors, nevertheless, will respect businesses that have a well-developed strategy in place to address any hazards that may materialize.
The majority of venture capital investment agreements require the acquisition of a directors and officers insurance policy within ninety days of the funding being secured. D&O will defend the management team of the company against allegations of poor management resulting from their choices in business matters. Directors and officials may be held personally accountable if such an allegation is made. Investors will want to know that their personal assets are always secured, and they will want to have a say on the board of directors of your startup.
Typical Problems That May Come Up in the Process of Due Diligence
Remember that the outcome of the investigation could hinge on each of these areas.
Even if your firm has tremendous momentum and is in a great position to corner a market, the deal may be called off if an investor has concerns about a particular area of your business, regardless of how important it may seem in the big picture.
Recall that these are multimillion-dollar transactions. Furthermore, many entrepreneurs are vying for investment from venture capitalists (VCs), who normally only support a small number of businesses annually.
Investors are hesitant to proceed with funding your startup if they don’t have complete faith in it. Let’s examine the warning signs that could surface during the due diligence procedure and how to take care of them before it begins.
Contracts/Agreements: Standardized, legally binding agreements should be in place for all founders and employees. Young businesses could operate less formally, depending on handshake agreements or inadequate contracts. Investors will be concerned about this since they usually prefer documentation that outlines the agreed-upon roles, equity, and remuneration for founders, workers, and investors.
IP Issue: Does your startup own complete control over its code, branding, and related domains? There are situations when IP agreements do not provide complete, unrestricted IP ownership and licensing can be difficult. Their protection may be insufficient, or they may impose restrictions on the use and transfer of intellectual property. Should this be the case, your startup will have to try to settle these disputes out of court. Intellectual property (IP) concerns are usually the most time-consuming and challenging to handle of all the potential difficulties that may arise throughout the due diligence process.
The absence of Verifiable Documentation: It’s critical to ensure that all significant elements affecting the growth and value of the company are documented and verified. Startups occasionally lack an effective system for retaining records or might not have easy access to their partnership agreements, patents, or complete financial statements. For entrepreneurs, setting up a data system and keeping track of all crucial papers should be top priorities. Having all the required documents ready would facilitate the due diligence procedure and might even help draw in investors during the wooing phase.
Lack of Resources: Taking the time and resources required for due diligence might be challenging. It is frequently thought of as a tedious, onerous procedure that should take precedence over other, more pressing issues. Maintaining team engagement and involvement is critical to minimizing the likelihood that the due diligence process would drag on needlessly and negatively impact your staff. Relying on others can be difficult, and the entire process may seem like you’re doing it alone. You can delegate and improve the effectiveness of your replies to the requirements of due diligence by keeping your team informed and assisting them in understanding the process and the reasons behind the necessity for specific procedures to be taken.
What Does the Due Diligence Process for Investments Cover?
The succinct answer to one such query is “Everything.” Further information regarding what to anticipate from venture capital due diligence is provided below:
- Founders and Management: Investors thoroughly investigate the backgrounds of the founders, management, and other important members of your organization.
- Legal Matters: This will cover all organizational documents related to your business, including articles of incorporation, partnership agreements, state sales tax licenses, and other documents. Your VDR will have legal safeguards for your intellectual property, including licenses and patents. In full disclosure, all lawsuits, past and present, should be disclosed.
- Financials: Your profit and loss statement, budget, forecasts, and financial history will all be examined by the investor. Any business strategies and contracts you have with suppliers and customers must also be shown.
- Workers: To prove that you have protection for all intellectual property rights, you will be required to present contracts or employment agreements with each of your workers.
- Technicals: The investor could want to go over the technical details of your product, including the technologies that are employed and the way that security and scalability concerns are handled.
- Clients: In order to gauge how well your company is doing and how well it can do going forward, VCs may speak with a small group of your clients. Additionally, they will go over every client contract to see if it aligns with your forecasts.
Possible Benefits Of Due Diligence For New Businesses
Due diligence can be very helpful for the startup being audited, even if it is usually done by investors to reduce their risk. Due diligence will provide an objective and thorough evaluation of the company’s current state and a clear understanding of its advantages and disadvantages for the startup.
Early-stage startups occasionally lack adequate business plans or have overly ambitious burn-rate and cash flow projections. In addition to bringing such kinds of problems to your attention, due diligence may reveal previously unknown hazards or product misalignments.
Although discovering a serious weakness in your company that you must fix is challenging, doing so can be quite advantageous for its future. The vast majority of investors have a great deal of expertise and understanding in creating and expanding startups, so they can not only identify your startup’s shortcomings but also offer solutions.
For entrepreneurs, doing due diligence can be a daunting task. But it’s crucial to remember that this is a typical—even necessary—part of each venture capital transaction. During this process, you should view your potential investor as someone who wants to help you grow your company and provide counsel rather than as someone who is looking to hurt it by finding out information about it.
Under the assumption that you pitched your business accurately during the investment pitch, conducting due diligence shouldn’t be a difficult or demanding procedure. Sure, you’ll need to submit a ton of paperwork and may have to attend hundreds of meetings and conversations with potential investors, but if all goes according to plan, your firm may be entering a promising new stage of growth.
It’s also a good idea to keep in mind that the investor’s due diligence process is very expensive and time-consuming. They are already fairly dedicated to the deal and have a very positive opinion of you and your firm if they are willing to invest so much time and money in studying your startup.
Does Due Diligence Ruin a Deal?
Due diligence for startups is time- and money-consuming, therefore before beginning the process, the investor usually commits to a contract.
Even yet, transactions may fail during due diligence. This primarily occurs when an investor discovers information that the company, whether by purpose or by accident, neglected to disclose. This highlights the need of conducting due diligence.
Consequently, you will significantly improve your chances of making it through the due diligence stage and obtaining that crucial investment if you are completely honest with your possible investors during the courtship, pre-due diligence, and technical due diligence phases.
The difficult process of looking for and obtaining venture financing will take up time and energy that you would typically devote to your company. However, completing it effectively is essential to the expansion and longevity of both your company and your ambition.
Realwork4ce will be happy to help you with this process by assisting with the setup of your essential VDR and organizing it to best suit the requirements of your possible investors during their due diligence.