Startup due diligence checklist: documents to file in India

The diligence questions arrive after the term sheet talk starts. The founders who close fast had the answers filed months earlier.

You can't control when an investor asks. You can control whether the answer already exists. This checklist sorts the documents Indian investors request by the six things they check, the same six we set out for investors in how investors evaluate early-stage startups in India. Read it as the other side of that list.

Why your answers must exist before the questions

Diligence is where rounds slow down and where many of them quietly end. Once an investor's committee starts asking for documents, every missing file costs you days, and each delay gives the investor time to cool. Founders who have the folder ready answer in hours and keep the round's pace in their own hands.

The evidence on how costly this stage is comes from the US. In a survey of 885 venture capitalists by Gompers, Gornall, Kaplan and Strebulaev, the full paper reports the average deal took 83 days to close, with 118 hours of due diligence. Companies that reached diligence were offered a term sheet in only about a third of cases. India's numbers aren't published. The shape is familiar, though.

You won't shorten an investor's process. You can make sure none of the waiting is yours.

The checklist, by what investors check

Investors check six things: the founder, the market, the cap table, legal standing, client agreements and compliance. Build one folder for each. Every request then has an obvious home, nothing gets filed twice, and you can see at a glance which folder is thin before anyone else does.

1. Founder and company

Your certificate of incorporation, MOA and AOA, the DPIIT recognition certificate if you've got one, and a short bio for each founder with past roles and companies. Add the board minutes. Boring? Yes. Asked for anyway, by Mumbai funds and Bengaluru angels alike, and it's the folder that tells an investor whether you'll be easy to work with.

2. Market

One page. That's it. Your bottom-up market math: how many customers of your kind exist, what one pays a year, and how many your current team can reach. Keep the working sheet behind it. An investor who likes the page will ask how you built each line, and you'll want the answer in Excel or Google Sheets, not in your head.

3. Cap table

Your cap table, the register of members, each PAS-3 return filed on the Ministry of Corporate Affairs portal, and the board and shareholder resolutions behind each allotment. Convertible notes or CCPS? Include the instruments and their terms. ESOP pool? Include the scheme, the board approval and the grant letters. If the spreadsheet and the filings don't agree, that's your first job, and it's yours rather than the investor's.

4. Legal and IP

Shareholder agreements, founder agreements, and an IP assignment from every founder and every contractor who wrote code or designed anything you sell. Then a short note on disputes, notices and claims, including anything from the GST department or the Income Tax Department. Even if it says "none". Especially then.

5. Client agreements

Signed contracts, filed apart from pilots and letters of intent. For each contract, the invoices; for each invoice, the bank receipt. A one-line summary on top of each file helps: client, value, term, renewal date, and whether a change of control lets the client walk.

6. Compliance

Your annual ROC filings (AOC-4 for the accounts, MGT-7 for the annual return), GSTR-1 and GSTR-3B returns, TDS returns, and the DIR-3 KYC for each director. If foreign money came in, add the FC-GPR and other Reserve Bank of India reporting. Keep the filing acknowledgements too. A form you meant to file proves nothing; the receipt does.

The three gaps that stall rounds in India

Three gaps come up again and again in Indian diligence: a cap table that disagrees with the statutory register, IP the company doesn't own, and share allotments filed late or not at all. Each one is fixable before a raise. Each one costs far more to fix in week six of a deal.

A June 2026 Legal 500 article by Legitpro Law lists these among the issues that cause transactions to collapse in diligence. It notes that PAS-3 should be filed within thirty days of allotment, with a fine of Rs 1,000 a day for lapses, and that the FC-GPR must reach the RBI within thirty days of an allotment to a foreign investor. It also flags code built before incorporation and never transferred to the company.

None of this needs a lawyer to spot. It needs you to open the register, line it up against your spreadsheet, and read your contractor agreements for the word "assign". An afternoon's work. We go deeper on the ownership side in five cap table red flags investors look for.

An investor will reconcile your cap table with your filings. Do it first, while the fixes are cheap.

How to keep the folder ready between raises

A diligence folder goes stale fast. New allotments, new contracts and each quarter's filings all need to land in it. Ten minutes at each month's close keeps it current, so when the next request arrives you're sending links rather than chasing your accountant.

Pick one owner. Add every new contract and filing within the week it's signed or filed. Once a quarter, re-run the cap table reconciliation. When you're ready to open a data room, our data room checklist for startups turns these six folders into the structure investors expect to see.

What to do this week

Start with the folder you'd least like an investor to open. For some founders that's the cap table; for others, contractor IP. Fix that one first. Then work through the remaining five, one a week, and you'll have a full set within about two months, well before your next round needs it.

At MyStartupValley, each startup is evaluated on six due diligence parameters, the same six this checklist follows, and every founder works in a dedicated workspace. To see how that works on your side, visit the founder workspace.

Questions

What documents do investors ask for in startup due diligence in India?

Expect requests for incorporation documents, the register of members and share allotment filings, any shareholder agreement, IP assignment agreements from founders and contractors, signed client contracts with invoices, ESOP documents, and recent ROC, GST and TDS filings. Foreign investment also needs its RBI reporting.

When should a founder prepare for due diligence?

Before the first investor meeting. The questions arrive after term sheet talk starts, when time is short and the investor is still deciding. If your documents are already filed and current, you answer in days, which keeps the round moving and shows the company is run with care.

How long does due diligence take for a startup?

A survey of 885 venture capitalists, mostly in the US, found the average deal took 83 days to close, with 118 hours of due diligence. India-specific figures aren't published. A founder with a ready folder can cut the waiting on their side to days.

Sources: Gompers, Gornall, Kaplan and Strebulaev, How Do Venture Capitalists Make Decisions?, NBER Working Paper 22587, 2016 · NBER Digest, How Venture Capitalists Make Decisions, Dec 2016 · Legal 500 (Legitpro Law), Road Beyond The Term Sheet: Legal Considerations In Startup Funding, Jun 2026