E-commerce · Growth Stage Due Diligence

E-commerce Growth Due Diligence Checklist

The complete Growth due diligence checklist for E-commerce startups. Prepare your data room, anticipate every investor request, and close your round faster.

All Checklists

8–16 weeks

Typical DD Timeline

DD Categories Covered

50+

Checklist Items Total

E-commerce Regulatory DD Context

Ecommerce DD increasingly includes supply chain ESG review (labor practices, environmental compliance). Investors sourcing capital from institutional LPs will run supply chain audits.

Data Room Essentials for Growth

Documents to have ready before DD begins

3–5 years PCAOB-audited financials
Quality of Earnings report
All material contracts with change-of-control provisions flagged
Complete regulatory compliance documentation by jurisdiction
D&O insurance with adequate limits
Full cap table through all exit scenarios
Board committee charters and governance policies

LEGALLegal Due Diligence

Pre-IPO or strategic acquisition-grade legal review. Includes securities law compliance, international regulatory analysis, and potential anti-trust review for strategic transactions.

General Legal Items

Certificate of Incorporation and all amendments
Bylaws and any shareholder agreements
Cap table with fully diluted ownership by class
All convertible instruments (SAFEs, notes, warrants)
Option pool documentation and all grants
Founder IP assignment agreements
Co-founder agreements and vesting schedules
Material third-party agreements

E-commerce-Specific Legal Items

Supplier contracts and exclusivity provisions
Platform terms of service compliance (Amazon, Shopify, etc.)
Product liability and recall documentation
Customs, tariffs, and import duty exposure
Brand trademark registrations by market

FINANCIALFinancial Due Diligence

PCAOB-audited financials. Quality of earnings (QoE) report from Big 4. Full revenue recognition analysis (ASC 606). Detailed working capital and free cash flow analysis.

General Financial Items

Financial statements (P&L, balance sheet, cash flow)
Bank statements (12+ months)
Accounts receivable aging report
Accounts payable aging report
Payroll records and headcount history
Revenue recognition policy documentation
Tax returns and any outstanding tax obligations
Insurance policies (D&O, E&O, general liability)

E-commerce-Specific Financial Items

Gross and net margin by product category and SKU
Return rate and refund policy cost modeling
Customer lifetime value by cohort and acquisition channel
Inventory valuation and obsolescence reserve
Marketplace fee structure and take rate trends

PRODUCTProduct and Technical Due Diligence

Technology stack and platform dependency risk
Conversion rate and site performance benchmarks
Logistics partner contracts and SLA performance
Customer data platform and retargeting infrastructure
Subscription or loyalty program economics

MARKETMarket Due Diligence

Category leadership metrics vs. Amazon and D2C peers
Brand search volume and unaided awareness trend
Customer concentration risk by channel
Counterfeit or brand protection exposure

TEAMTeam Due Diligence

Independent director background review. Compensation benchmarking study. Succession planning documentation review.

LinkedIn profiles for all founders and officers
Employment agreements for key personnel
Equity grant history and vesting schedules
Any prior employer IP invention disclosure forms
Non-compete and non-solicitation agreements
Professional reference contacts (3+ per founder)
Advisory board agreements and equity grants
Organizational chart as of current date

Frequently Asked Questions

How long does Growth due diligence typically take for E-commerce startups?

E-commerce Growth due diligence typically takes 8–16 weeks. Pre-IPO or strategic acquisition-grade legal review. Includes securities law compliance, international regulatory analysis, and potential anti-trust review for strategic transactions. Having a complete data room ready before DD kicks off can reduce this timeline by 30–50%.

What E-commerce-specific items do investors review during Growth DD?

For E-commerce at the Growth stage, investors focus heavily on: Supplier contracts and exclusivity provisions, Platform terms of service compliance (Amazon, Shopify, etc.), and Gross and net margin by product category and SKU, Return rate and refund policy cost modeling. Ecommerce DD increasingly includes supply chain ESG review (labor practices, environmental compliance). Investors sourcing capital from institutional LPs will run supply chain audits.

What should I put in my data room?

Your Growth data room should include: 3–5 years PCAOB-audited financials; Quality of Earnings report; All material contracts with change-of-control provisions flagged; Complete regulatory compliance documentation by jurisdiction; D&O insurance with adequate limits; Full cap table through all exit scenarios; Board committee charters and governance policies. Use a structured folder system that mirrors investor expectations — most institutional investors use a standard folder taxonomy.

What are the most common due diligence deal-killers?

The five most common DD deal-killers are: (1) undisclosed founder litigation or criminal history, (2) IP ownership gaps — particularly for university-origin technology, (3) customer contract terms that prevent assignment on change of control, (4) cap table math errors or undocumented equity grants, and (5) financial restatements required after revenue recognition review.

What team due diligence should I expect at the Growth stage?

Independent director background review. Compensation benchmarking study. Succession planning documentation review.

Download the Full Checklist

Get the E-commerce Growth due diligence checklist as a Google Sheets or Notion template. Track completion status for every item in your data room.

Includes data room folder template, investor question tracker, and reference FAQ guide

Other E-commerce Stages

Pre-Seed Seed Series A Series B