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Seed data room checklist for UK startups (2026)

What should a seed-stage data room contain in the UK?

A UK seed data room should hold your corporate records, cap table and share documents, the investor deck and financial model, key contracts, IP ownership, team and employment papers, SEIS or EIS paperwork, and data protection basics. Keep it indexed and current, with read-only access. Investors judge the company by how fast you answer their questions.

Last reviewed 11 September 2026. Written by Steph Hamill, HAM Agency.

01

The folders

Folder What goes in Why investors ask
1. Company Certificate of incorporation, articles, statutory registers, latest confirmation statement, board minutes Proves the company exists and is run properly
2. Shares Cap table, share certificates, allotment filings, shareholder agreement, option scheme Shows who owns what, and what they will own after the round
3. The round Deck, term sheet or proposed terms, use of funds, SEIS or EIS advance assurance Shows exactly what you are asking for
4. Financials Accounts, management accounts, financial model with assumptions, bank statements if asked Tests whether the numbers hang together
5. Commercial Top customer and supplier contracts, pipeline, pricing, partnerships Shows revenue is real and not overly dependent on one name
6. Product and IP IP assignments from founders and contractors, trade mark filings, domain ownership, product roadmap Confirms the company owns what it sells
7. People Founder service agreements, employment contracts, contractor agreements, org chart, hiring plan Shows the team is committed and properly contracted
8. Legal and compliance Licences, insurance, disputes, regulatory registrations Surfaces risk early
9. Data Privacy notice, data protection fee registration, data processing agreements, security basics Personal data problems kill deals late
02

The checklist

Company

  • Certificate of incorporation and any change of name certificates
  • Current articles of association, with every amendment filed
  • Register of members, directors and people with significant control, up to date
  • Confirmation statement filed on time
  • Every director has verified their identity with Companies House (a legal requirement since 18 November 2025; existing directors give their personal code with the next confirmation statement)
  • Board minutes for major decisions

Shares and the round

  • Cap table that matches the register of members exactly
  • Pro forma cap table after the round, including the option pool
  • Shareholder agreement and any side letters
  • Share allotment filings for every issue
  • Option scheme rules and grant records. If you use EMI, note the limits from 6 April 2026: company options up to £6 million, gross assets up to £120 million, up to 500 employees, and an exercise period of up to 15 years
  • SEIS or EIS advance assurance letter, if you have one
  • Use of funds, tied to the model

Financials

  • Last filed accounts
  • Management accounts for the current year
  • Financial model with every assumption written down and a sensitivity view
  • Current cash position and runway
  • Debts, loans and grants, with their conditions

Commercial, IP and people

  • Top customer and supplier contracts
  • Written IP assignment from every founder, employee and contractor who built the product
  • Trade mark filings and domain names held in the company's name
  • Founder service agreements with vesting or leaver terms
  • Employment and contractor agreements

Data and compliance

  • Privacy notice on the website
  • Data protection fee paid to the ICO, or your reason for exemption noted
  • Data processing agreements with key suppliers
  • Insurance schedule
03

Red flags that slow a round

  • A cap table that does not match the register
  • Founders or contractors who never assigned their IP
  • Verbal promises of equity to early helpers
  • Missing filings at Companies House
  • A model nobody but the founder can follow
  • A studio or holding company that controls the business, which can break SEIS and EIS eligibility
04

House rules

  • One index document, updated every time a file changes
  • Clear file names with dates, and no draft versions left lying around
  • Read-only access, with viewing logged
  • A questions log: every investor question, the answer and the document it points to
05

How HAM helps

HAM builds data rooms and runs raises through Capital, and fixes the company housekeeping behind them. The free seed data room checklist is in our tools. To see where you stand, take the discovery quiz.

Questions

When should I build the data room?

Before your first investor meeting. Building it during due diligence costs weeks and signals that the company is not run tightly.

What do investors open first?

Usually the cap table, the financial model and the deck, then the articles and any shareholder agreement. Make those three easy to find.

Should everything be in there from day one?

Put in what a seed investor needs. Hold commercially sensitive contracts and customer data back until an investor is serious, and share them under a confidentiality agreement.

Sources

  1. GOV.UK: Verifying your identity for Companies House
  2. GOV.UK: Apply for advance assurance on a venture capital scheme
  3. GOV.UK: Apply to use the Seed Enterprise Investment Scheme to raise money for your company
  4. GOV.UK: Expanding the eligibility limits of the Enterprise Management Incentive scheme
  5. ICO: Guide to the data protection fee

Practices

  1. Practice

    Capital

    For anyone bringing money in or putting it to work: a raise, a grant, a bid.

  2. For family offices, corporate groups and boards with more than one business and nobody looking across them.

We get into the system, build it from nothing to working, and stay on to grow it.

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