The complete Series A due diligence checklist for Enterprise Software startups. Prepare your data room, anticipate every investor request, and close your round faster.
4–8 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
Full legal review by investor counsel covering all corporate documents, IP ownership, key contracts, employment agreements, and regulatory compliance. Takes 4–6 weeks.
Full financial audit or reviewed financial statements (Big 4 or regional firm). Full unit economics model with cohort analysis. Multi-year financial model reviewed by FP&A.
Formal background checks for all officers and directors. Reference calls with 5–8 professional contacts per founder. Prior employer verification.
Enterprise Software Series A due diligence typically takes 4–8 weeks. Full legal review by investor counsel covering all corporate documents, IP ownership, key contracts, employment agreements, and regulatory compliance. Takes 4–6 weeks. Having a complete data room ready before DD kicks off can reduce this timeline by 30–50%.
For Enterprise Software at the Series A 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 Series A data room should include: 2–3 years of financial statements (audited preferred); All customer contracts and MSAs; IP ownership documentation and patent portfolio; All employee offer letters and equity agreements; Board minutes for all meetings; All material third-party agreements; Data room access log maintained. 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.
Formal background checks for all officers and directors. Reference calls with 5–8 professional contacts per founder. Prior employer verification.
Get the Enterprise Software Series A 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