The short answer
A clear data room index lets investors find any document in seconds. Copy the 13 numbered folders, from company and legal to round documents, use consistent file names, add a start-here note, share view-only links, redact personal data, and fix common gaps such as missing IP assignments before your second meetings.
- Number folders and files so they sort in order.
- Fill the room before second meetings, not after an investor asks.
- Pre-seed rooms can be lighter: summaries are fine for financials, product and team.
- Redact personal data and share view-only links.
- Missing IP assignments and 83(b) confirmations are the gaps investors find most.
How to use this template
A data room is a shared folder holding the documents investors review in diligence. A clear index, a numbered folder structure with consistent file names, lets an investor find anything in seconds and signals that the company is well run. Copy the index below, create the folders in a cloud drive with view-only sharing, and fill them before your second meetings start. Leave a folder out if it doesn't apply to your stage rather than leaving it empty.
For what investors look for in each document, see the seed data room checklist. For the questions those documents answer, see due diligence questions.
The data room index
Name folders and files exactly this way so they sort in order. Use the format "NN.N – Name – YYYY-MM" for files.
| Folder | Contents | Pre-seed | Seed |
|---|---|---|---|
| 00 – Start here | This index; one-pager; latest deck; contact for questions | Yes | Yes |
| 01 – Company and legal | Certificate of incorporation and amendments; bylaws; good standing certificate; board and stockholder consents; foreign qualification filings | Yes | Yes |
| 02 – Cap table and securities | Fully diluted cap table; founder stock purchase agreements; 83(b) confirmations; SAFEs and notes; option plan and grants; prior Form D filings | Yes | Yes |
| 03 – Financials | Monthly P&L, balance sheet and cash flow for the last 12–24 months; current bank balance; budget; financial model and assumptions; tax returns if filed | Summary | Yes |
| 04 – Metrics | Metric definitions; monthly KPI sheet; cohort and retention data; pipeline report | Yes | Yes |
| 05 – Customers | Customer list (anonymize if needed); top contracts or order forms; pilot agreements; letters of intent; case studies; reference contacts on request | Yes | Yes |
| 06 – Product and technology | Product overview and roadmap; architecture summary; security practices; key third-party dependencies | Summary | Yes |
| 07 – Intellectual property | IP assignment agreements from founders, employees and contractors; patents and applications; trademarks; open-source use summary | Yes | Yes |
| 08 – Team and HR | Org chart; key employment and contractor agreements; advisor agreements; offer letter template; hiring plan | Summary | Yes |
| 09 – Material contracts | Leases; vendor, partner and distribution agreements; loans; grant agreements | If any | Yes |
| 10 – Regulatory and compliance | Licenses; regulatory filings; privacy policy and data practices; sector-specific approvals (e.g., HIPAA practices for health data) | If relevant | Yes |
| 11 – Market | Market sizing model; competitive analysis; customer interview summaries | Optional | Optional |
| 12 – Round documents | Term sheet or SAFE form; use of funds; investor list for this round | Yes | Yes |
The "Start here" note
Put a one-page note at the top of the room. Copy and fill:
[Company] data room — updated [date]
Thanks for taking a look. This room covers [company basics, financials through month, customer contracts, IP, team].
Where to start: the one-pager (00.2) and deck (00.3) give the overview; key metrics are in 04.2; the cap table is 02.1.
Not included: [e.g., individual employee compensation, full customer contracts under NDA]. Available on request after [condition].
Questions: [name, email, phone]. We aim to answer within one business day.
Permissions and confidentiality
- Share view-only links with downloads off for sensitive folders where your tool allows it.
- Stage access. Give the full room to investors in diligence; share folders 00, 04 and 12 earlier if helpful.
- Redact personal data. Remove employee home addresses, Social Security numbers and customer personal data.
- Watermark or log access for the most sensitive documents if your tool supports it.
- Don't expect NDAs. Many early-stage investors decline to sign them; share accordingly and hold back what you can't risk.
Gaps investors find most often
- Missing IP assignments from a founder or early contractor.
- No 83(b) confirmation for founder stock.
- A cap table that doesn't match signed SAFEs and grants (cap table basics).
- Metrics in the deck that differ from the KPI sheet.
- Board consents missing for option grants.
Fix these before you raise; each one can slow or stall a close (closing your round).
Frequently asked questions
When should I set up a data room?
Before second meetings start. Having it ready shortens diligence and signals that the company is organized.
What goes in a pre-seed data room?
Company and legal documents, the cap table and securities, summary financials, metrics, customer evidence, IP assignments and round documents.
Should investors sign an NDA to see the data room?
Many early-stage investors decline NDAs. Share accordingly and hold back anything you couldn't risk being seen.
What tool should I use for a data room?
A cloud drive with view-only sharing works at pre-seed and seed. Dedicated data room tools add access logs and watermarks.