The short answer. A pre-seed or seed data room is an organized folder with the documents an investor reviews before investing: company records, the cap table, accounts and key figures, important contracts, intellectual property and team. Having it ready before the first meeting speeds up the round and shows you know your own company.
What you'll learn
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What a data room is and when an investor will ask for it.
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The documents in each block, for pre-seed and for seed.
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The documents a Spanish company often forgets.
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What each sector adds: health, food, tech, hardware and real estate.
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How to share it in stages without losing control of your data.
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What happens when the documents don't match what was said: a real case.
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The mistakes that stall rounds most, and a checklist so you don't miss anything.
The data room is one piece of preparing a round (How to prepare a pre-seed or seed round). It's also the least glamorous one, which is exactly why it gets left until last.
What is a data room and what is it for?
Definition A data room is the organized set of documents a startup makes available to an investor so they can check what they've been told.
It does two jobs. For the investor, it's the basis for checking before they invest. For you, it's the proof that what you say holds up. A round doesn't close on a great presentation. It closes when what you've said can be verified.
"The deck gets you in the door. The documents decide whether you stay."
When will an investor ask for your data room?
Usually after a good first or second meeting, when the investor wants to move forward. If that's when you start hunting for documents, you lose weeks and send the message that you don't know your company well.
Where the data room fits in a round
- deck
- one-page summary
- your story
- your key figures
- data room
- written questions
- the investment's legal documents
Tip Build the data room before the first meeting, even if you don't show it until you're asked. Knowing it exists gives you confidence and saves you from improvising at the worst moment.
What documents go into a pre-seed and seed data room?
We group them into six blocks. At pre-seed you're asked for the essentials; at seed, more depth and more history.
1. The company
| Document | Pre-seed | Seed |
|---|---|---|
| Incorporation deed and current bylaws | ✓ | ✓ |
| Recent extract from the Commercial Registry | ✓ | ✓ |
| Beneficial ownership declaration | ✓ | ✓ |
| Shareholders' agreement | If there is one | ✓ |
| Key minutes (capital increases, appointments) | — | ✓ |
| Directors' appointments and powers | ✓ | ✓ |
2. The capital
| Document | Pre-seed | Seed |
|---|---|---|
| Up-to-date cap table | ✓ | ✓ |
| Shareholder register, kept current | ✓ | ✓ |
| Previous rounds and their terms | If any | ✓ |
| Convertible instruments (convertible loans, notes, SAFEs) | If any | ✓ |
| Incentive plan and vesting | If there is one | ✓ |
Definition The cap table (capitalization table) shows who owns what share of the company, before and after each round.
Common mistake A cap table that doesn't match the deeds or the shareholder register. It's one of the first things checked, and any difference, however small, stops the round until it's cleared up.
3. Accounts and figures
| Document | Pre-seed | Seed |
|---|---|---|
| Last year's filed annual accounts (if any) | ✓ | ✓ |
| Monthly management figures (revenue, spend, cash) | ✓ | ✓ |
| Financial forecast with its assumptions | ✓ | ✓ |
| Key business metrics (customers, retention…) | Whatever you have | ✓ |
| Certificates showing you're up to date with tax and social security | ✓ | ✓ |
| Debts, loans and public grants received | ✓ | ✓ |
What I've seen I've seen rounds stall for weeks because the figures in the deck didn't match the ones in the books. There was no bad faith, just disorder. But the investor doesn't know that, and the doubt has already been planted.
4. Customers and contracts
| Document | Pre-seed | Seed |
|---|---|---|
| Contracts with main customers | If any | ✓ |
| Contracts with critical suppliers | If any | ✓ |
| Distribution or channel agreements | If any | ✓ |
| Pilots and letters of intent | ✓ | ✓ |
5. Intellectual property and technology
| Document | Pre-seed | Seed |
|---|---|---|
| Assignment to the company of what founders and contractors created | ✓ | ✓ |
| Registered or pending trademarks | If any | ✓ |
| Patents (if relevant) | If any | ✓ |
| Domain and key accounts in the company's name | ✓ | ✓ |
| Licenses for key third-party software | — | ✓ |
Common mistake Code or design created by a freelancer or a founder with no contract assigning the rights to the company. To an investor, that means the company doesn't own its product.
6. Team and compliance
| Document | Pre-seed | Seed |
|---|---|---|
| Org chart and each founder's time commitment | ✓ | ✓ |
| Founders' and key team members' contracts | If any | ✓ |
| Data protection compliance (GDPR) | ✓ | ✓ |
| Sector licenses or permits (if relevant) | ✓ | ✓ |
| Ongoing litigation or claims | ✓ | ✓ |
Which documents does a Spanish company often forget?
If your startup is a Spanish limited company (SL), there are pieces the investor or their lawyer will ask for that many founders don't have on hand. Other countries have their own equivalents.
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An up-to-date shareholder register (libro registro de socios). It has to reflect every shareholder who came in or left. If it doesn't match the cap table, fix it before the round.
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A recent extract from the Commercial Registry (nota simple). It confirms who runs the company and that what's registered matches what you say.
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A beneficial ownership declaration. It identifies the people who ultimately control the company and is filed with the annual accounts.
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Certificates from the Tax Agency and Social Security showing you're up to date. They're quick to get and very reassuring.
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Public loans and grants. If you've had an ENISA loan, a CDTI grant or other subsidies, keep the terms handy: some limit what you can do with the company or require you to report changes in the shareholding.
Tip Request the certificates and the registry extract today, even if the round is months away. If something needs fixing, you'll have time to do it calmly.
What does each sector add?
On top of the six blocks, each sector has its own critical documents. An investor who knows your sector will ask for them; one who doesn't will ask about them anyway.
| Sector | Documents that tend to matter |
|---|---|
| Health | Health authorizations, CE marking if it's a medical device, available clinical evidence, contracts with clinics or hospitals |
| Food | Health registration, product specifications, labeling, contracts with manufacturers and distributors |
| Tech and online services | Architecture and critical providers, open-source licenses, data processing agreements (GDPR), security |
| Hardware | Certifications (CE marking and others), manufacturing contracts, unit costs, warranties |
| Real estate and construction | Permits, land registry status of the assets, construction contracts, insurance |
| Sport | Facility licenses or permits, insurance, contracts with federations or brands |
A word of caution This table is a guide. What your activity requires depends on your product and on each country: confirm it with an adviser in your sector.
What happens when the documents don't match what was said?
It happens more often than you'd think. As the cash runs down, the pressure to get the money grows, and in some cases documents get presented in a confusing way so that what doesn't add up is harder to spot. It's the most expensive mistake you can make in a round.
What I've seen I remember a company that imported clothing from Eurasian countries such as Turkey into Western Europe: quality garments, different, typical of those countries. It distributed them through sector agents to sell in shops, and also sold directly. As an idea it looked very interesting and scalable, and it was already trading, so it could show real numbers. The problem was that the figures didn't match what was being said, practically none of them. Product costs were higher than claimed. And many of the "signed contracts" with Western European customers weren't contracts at all: they were purchase intentions or agreements to meet and negotiate, with no firm commitment. When you go through it document by document and every one shows a gap between what was said and reality, alarm bells go off, and the trust that had been built is gone in an instant. That startup lost the opportunity.
The lesson is simple: you can't dress up what the investor is going to check. That's what due diligence is for. There are interviews, figures get cross-checked and, if there are contracts, someone calls the people who signed them. Nobody puts a significant sum into a company without doing those checks.
Tip Label everything for what it is in your data room. A signed contract is a contract; a letter of intent is a letter of intent; a scheduled meeting is a meeting. Labeled properly, all three count. Mix them up and the investor will discount all three.
How do you organize a data room so it can be read in minutes?
A well-organized data room is quick to read and signals control. A messy one forces the investor to ask questions, and every question slows the round down.
- One folder per block, numbered in the same order as this guide.
- An index in the first folder, listing what's in each one and its date.
- Clear file names:
03_Accounts_2025_filed.pdf, notdoc_final_v3.pdf. - A date on every document, with the current version marked.
- Say what's missing: a note reading "In preparation, ready on [date]" beats an unexplained gap.
- Controlled access: share read-only, with an access log if your tool allows it. At pre-seed, a shared cloud folder with read-only permissions and expiring links is usually enough.
Recommended folder structure
- list of documents
- dates
- deed
- bylaws
- registry extract
- cap table
- shareholder register
- rounds
- accounts
- monthly figures
- forecast
- contracts
- pilots
- assignments
- trademarks
- org chart
- contracts
- compliance
Do it with a method Do you know which documents you're missing today? The Startup Index Score founder report includes your data room document list with its status: what you already have and what to prepare. Start free: your level from 1 to 5 and your first three priorities. (What you get: sample report and dossier)
Do you have to show everything at once? Sharing in stages
No. Sharing everything on day one doesn't build more trust; it adds more risk. The sensible approach is to open the data room in stages as the investor's interest grows:
What to share at each stage
- deck
- summary figures
- team
- company
- capital
- accounts
- monthly figures
- full contracts
- sensitive data
- technical detail
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Personal data. If a document contains customer or employee data, share summarized or anonymized versions. GDPR still applies when the recipient is an investor.
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Strategic information. Per-customer pricing, source code or confidential agreements with third parties belong in the last stage, and only if they're needed.
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Contracts with confidentiality clauses. Check whether you can show them; sometimes you need the other party's permission, or can only share a summary.
Should you ask an investor to sign an NDA?
It depends on the stage and the investor. Many business angels and funds won't sign a non-disclosure agreement just to see a deck or a first presentation: they see hundreds of projects and can't commit to all of them. Asking too early can close doors.
A better approach: don't share anything you couldn't afford to see in someone else's hands until the interest is serious. At the review stage, with sensitive information involved, signing a confidentiality agreement is normal, and it's worth having a lawyer look at it.
Tip What really protects you isn't the NDA. It's deciding carefully what you share and when, and keeping a record of who accessed it.
How should you answer an investor's written questions?
After reviewing the data room, the investor usually sends a list of questions. How you answer weighs as much as the documents.
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Answer in a single document, with numbered questions and answers, and link the document that backs each one.
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Answer what's asked, without padding. If you don't know something, say when you will.
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Stay consistent: every number in your answers must match the data room and the deck.
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Answer quickly. A week of silence reads as a problem.
(The questions an investor will ask you)
What changes between a pre-seed and a seed data room?
| Item | Pre-seed | Seed |
|---|---|---|
| Length | Short: the essentials | Fuller, with history |
| Figures | First metrics and cash | Monthly series and growth metrics |
| Contracts | Pilots and letters of intent | Signed customer contracts |
| Capital | Founders and perhaps a small round | Previous rounds, convertibles and incentive plan |
| What matters most | A clean company that owns its product | Numbers that can be verified |
Enlace: (Pre-seed, seed and business angels: what each stage asks of you)
What are the most common data room mistakes?
| Mistake | Why it slows the round | How to avoid it |
|---|---|---|
| Deck figures that don't match the books | The investor doubts everything else | One source of numbers, checked beforehand |
| An out-of-date cap table | It has to be redone before anything else | Update it after every change |
| IP not assigned | The company doesn't own its product | Signed assignment agreements |
| Undated documents or mixed versions | Forces questions | Date and current version marked |
| Preparing it when asked | Weeks lost at the key moment | Ready before the first meeting |
| Showing everything on day one | Needless risk with sensitive data | Share in stages |
| Hiding what's missing | If it's found, trust breaks | Say what's missing and when it'll be ready |
Data room checklist
Pre-seed and seed data room checklist
A guide, not a rulebook. You can print it.
This list is also available as an interactive tool. (Interactive data room checklist)
What does an investor do with your data room?
They use it to check what you told them. They cross-check your figures against your documents, make sure the company is clean and look for anything that could complicate the investment. If you're an investor and want to know what to ask for and how to read the numbers, there's a guide on due diligence for business angels. (Due diligence for business angels)
In short
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A data room is the proof of what you say.
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Six blocks: company, capital, accounts, contracts, IP and team, plus your sector's documents.
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For a Spanish company, check the shareholder register, beneficial ownership and certificates before you're asked.
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Share in stages and protect personal data.
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Organize it in numbered folders with an index and dates, and have it ready before the first meeting.
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Say what's missing and when it'll be ready: hiding it breaks trust.
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Never present an intention as a signed contract.
Do it with a method Find out today which documents you have and which you're missing. Evaluate your startup with Startup Index Score: free, in 30–40 minutes. (Start the evaluation)
Frequently asked questions
Do I need a data room for a pre-seed round? Yes, though simpler than at seed. Even at pre-seed, an investor will want to see the company documents, the cap table, your key figures and proof that the company owns its intellectual property. Having it organized speeds up the round and shows you know your startup.
What does an investor check first in a data room? Usually the cap table and the company documents, to see who owns what, and the key figures, to check what you told them. If something doesn't add up in those two areas, everything else gets looked at with more suspicion.
How long does it take to prepare a data room? It depends on how organized your startup is. If your documents are up to date, a few days. If you need to fix the cap table or the shareholder register, or assign intellectual property, weeks. That's why it pays to start before you raise, not when you're asked.
Should I ask an investor to sign an NDA? To see a deck or a first presentation, many investors won't sign confidentiality agreements, and asking early can close doors. At the review stage, with sensitive information involved, signing one is normal. What protects you most is deciding what you share and when.
What if I'm missing a document? Say so clearly and give a date: "In preparation, ready on X." An investor will accept an explained gap; what they won't accept is finding it themselves. The Startup Index Score report tells you which documents you're missing today so you can prepare them in time.
Keep reading
Sources
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Regulation (EU) 2016/679, General Data Protection Regulation: eur-lex.europa.eu/eli/reg/2016/679/oj
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The rest of this guide reflects common practice in pre-seed and seed rounds and Jordi Gil's experience. It doesn't replace legal or tax advice for your case.
About the author
Jordi Gil is the creator of Startup Index Score. He has spent almost 30 years developing projects and working with startups across the Americas, Europe and Asia. (Meet Jordi Gil)