The complete Growth due diligence checklist for PropTech startups. Prepare your data room, anticipate every investor request, and close your round faster.
8–16 weeks
Typical DD Timeline
5
DD Categories Covered
50+
Checklist Items Total
PropTech DD includes state-by-state licensing review, which is often more complex than founders anticipate. Investors will verify that brokerage activities in each state are covered by appropriate licenses or exemptions.
Documents to have ready before DD begins
Pre-IPO or strategic acquisition-grade legal review. Includes securities law compliance, international regulatory analysis, and potential anti-trust review for strategic transactions.
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.
Independent director background review. Compensation benchmarking study. Succession planning documentation review.
PropTech 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%.
For PropTech at the Growth stage, investors focus heavily on: Real estate brokerage licensing by state, MLS access agreements and Terms of Service, and Revenue per transaction and take rate trend, Agent or partner commission structure documentation. PropTech DD includes state-by-state licensing review, which is often more complex than founders anticipate. Investors will verify that brokerage activities in each state are covered by appropriate licenses or exemptions.
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.
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.
Independent director background review. Compensation benchmarking study. Succession planning documentation review.
Get the PropTech 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