The complete Seed due diligence checklist for E-commerce startups. Prepare your data room, anticipate every investor request, and close your round faster.
2–4 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
Full corporate structure review including subsidiary entities, convertible note terms, and any prior investment documentation. SAFE/note review for conversion math.
12 months of bank statements, revenue reconciliation, and a reviewed financial model with actuals vs. plan comparison. No full audit expected.
Reference calls for all co-founders and any C-suite hires. Employment contract review. Equity vesting schedule verification.
E-commerce Seed due diligence typically takes 2–4 weeks. Full corporate structure review including subsidiary entities, convertible note terms, and any prior investment documentation. SAFE/note review for conversion math. Having a complete data room ready before DD kicks off can reduce this timeline by 30–50%.
For E-commerce at the 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 Seed data room should include: Certificate of Incorporation and all amendments; All SAFE/convertible note agreements; Cap table with fully diluted ownership; 12 months bank statements; All customer contracts over $10K ARR; IP assignment agreements for all employees; Option pool documentation. 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.
Reference calls for all co-founders and any C-suite hires. Employment contract review. Equity vesting schedule verification.
Get the E-commerce 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