Seed data room checklist

A printable checklist of everything a UK seed investor expects in your data room, laid out in the order they tend to open it.

Founders raising pre-seed or seed money, including SEIS and EIS rounds, and anyone tidying up a company before due diligence.

Nine folders with tick boxes, a set of final checks before you open the room to investors, an index template and a questions log.

Work through one folder at a time. Put an owner and a date against anything missing. Do not send the link to an investor until the final checks are done.

• Certificate of incorporation, plus any change of name certificates
• Current articles of association, with every amendment filed at Companies House
• Register of members
• Register of directors
• Register of people with significant control
• Latest confirmation statement, filed on time
• Identity verification done for every director and person with significant control (a legal requirement since 18 November 2025; existing directors give their personal code with the next confirmation statement)
• Board minutes and written resolutions for major decisions
• Registered office and trading addresses confirmed

• Cap table, matching the register of members exactly
• Pro forma cap table after the round, including the option pool
• Share certificates for every holder
• Allotment filings for every share issue
• Shareholder agreement and any side letters
• Records of any convertible instruments, such as advance subscription agreements
• Option scheme rules, grant letters and valuations. If you use EMI, check the limits from 6 April 2026: company options up to £6 million, gross assets up to £120 million, up to 500 employees
• Written confirmation that nobody has been promised shares informally

• Investor deck, latest version only
• Proposed terms or term sheet
• Use of funds, tied to the financial model
• SEIS or EIS advance assurance letter, if you have one
• Round timetable: first close, final close, completion

• Last filed statutory accounts
• Management accounts for the current year to date
• Financial model with every assumption written down
• Sensitivity view: what happens if sales are slower or costs higher
• Current cash position and runway in months
• Loans, grants and other funding, with their conditions
• VAT and corporation tax position, with no surprises

• Top customer contracts or purchase orders
• Top supplier contracts
• Sales pipeline, with stages and values
• Pricing and margin by product or service
• Partnership and distribution agreements
• Evidence of demand: sales, pre-orders, letters of intent, pilots

• Written IP assignment from every founder
• Written IP assignment from every employee and contractor who built the product
• Trade mark applications and registrations
• Domain names registered to the company, not a person
• Licences for any third-party software, content or data you depend on
• Product roadmap for the next 12 to 18 months

• Founder service agreements, with leaver and vesting terms
• Employment contracts
• Contractor and consultancy agreements
• Organisation chart, now and after the round
• Hiring plan tied to the use of funds
• Advisory and board appointments, with any equity promised

• Insurance schedule
• Licences and permits your trade needs
• Current or threatened disputes, or a statement that there are none
• Regulatory registrations for your sector

• Privacy notice published on your website
• ICO data protection fee paid, or the exemption you rely on written down
• Data processing agreements with the key suppliers who handle personal data
• Basic security in place: two-factor sign-in, access controls, backups
• Record of any data breaches and what you did

• Cap table, register of members and filings all agree
• Every folder has an index entry
• Draft and duplicate files removed
• File names dated and consistent
• Access is read-only, and viewing is logged
• Commercially sensitive contracts held back until an investor is serious and a confidentiality agreement is signed
• One person owns the room and answers questions

Free to use and adapt. Commercial use allowed. Do not resell it as your own. Please credit HAM Agency (ham.agency). This checklist is general information, not legal or tax advice.

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