The complete Pre-Seed due diligence checklist for Enterprise Software 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
Enterprise software DD includes customer reference calls — typically 5–8 references across deal sizes and verticals. Prepare your reference list before DD kicks off. Investors will also verify contract terms directly.
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.
Enterprise Software 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 Enterprise Software at the Pre-Seed stage, investors focus heavily on: Master service agreements (MSAs) and limitation of liability review, Indemnification clauses and IP ownership in customer contracts, and ARR bridge reconciliation (new, expansion, churn, contraction), Professional services revenue and margin segregation. Enterprise software DD includes customer reference calls — typically 5–8 references across deal sizes and verticals. Prepare your reference list before DD kicks off. Investors will also verify contract terms directly.
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 Enterprise Software 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