The complete Pre-Seed due diligence checklist for E-commerce startups. Prepare your data room, anticipate every investor request, and close your round faster.
1–2 weeks
Typical DD Timeline
5
DD Categories Covered
50+
Checklist Items Total
Ecommerce DD increasingly includes supply chain ESG review (labor practices, environmental compliance). Investors sourcing capital from institutional LPs will run supply chain audits.
Documents to have ready before DD begins
Basic corporate formation documents, founder IP assignment, and cap table verification. Investors rarely hire outside counsel at pre-seed — but they will verify these exist.
Bank statements for 3 months, any existing revenue documentation, and a basic projection model. Financial audit is not expected.
LinkedIn profile verification and informal reference calls with 2–3 professional contacts. Background check is increasingly common.
E-commerce Pre-Seed due diligence typically takes 1–2 weeks. Basic corporate formation documents, founder IP assignment, and cap table verification. Investors rarely hire outside counsel at pre-seed — but they will verify these exist. Having a complete data room ready before DD kicks off can reduce this timeline by 30–50%.
For E-commerce at the Pre-Seed 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.
Your Pre-Seed data room should include: Incorporation documents; Founder IP assignment agreements; Cap table (Carta or equity schedule); Bank statements (3 months); Any signed LOIs or customer contracts; Pitch deck and financial model. Use a structured folder system that mirrors investor expectations — most institutional investors use a standard folder taxonomy.
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.
LinkedIn profile verification and informal reference calls with 2–3 professional contacts. Background check is increasingly common.
Get the E-commerce Pre-Seed 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