The folder structure, what belongs in each, and what to keep out until diligence is signed.
5 min read
A data room is a structured, access-controlled folder of everything an investor will ask for. Its purpose is speed: the difference between a diligence process that takes three weeks and one that takes eight is almost entirely whether the documents already existed in one place.
The structure
01 Corporate — certificate of incorporation, MOA and AOA, board and shareholder resolutions, statutory registers, the current cap table.
02 Financials — audited statements, management accounts, the financial model, the bank statements behind the numbers, GST and TDS filings.
03 Legal — customer contracts, vendor agreements, the standard employment agreement, the ESOP plan and grant letters, any litigation.
04 Product and technology — architecture overview, roadmap, security and data-handling summary, the IP assignment record.
05 Commercial — the metrics pack, cohort tables, pipeline, and reference customers you have already asked.
06 Team — the org chart, founder agreements, compensation summary, key hires planned.
07 Previous rounds — every prior financing document, in date order.
What to hold back until the term sheet
Named customer contracts, the full employee list with compensation, and detailed technical architecture. Share the summary during the pitch process and the underlying documents once a term sheet is signed. This is normal and nobody will object; a fund that pushes for all of it before committing is doing market research.
Housekeeping
Consistent, dated file names. "2026-03-31 Management Accounts.pdf", not "final_v3_updated.pdf".
Per-investor access, so you can see who looked at what and revoke cleanly when a process ends.
One index document at the root listing what is where, and what is deliberately not included yet.
Keep it current between rounds. A data room updated quarterly is a fortnight of work you never have to do under time pressure.
Do not put anything in a data room you would not want a competitor to read. Funds are careful, but material moves between people, and the only fully reliable control is what you chose to include.
General information for founders, not legal, tax or financial advice. Fundraising documents are binding in ways that are not obvious from reading them — take professional advice on anything you are about to sign.