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Diligence guide
A partner doesn't start with your traction slide. Before they'll spend real time on the story, they run a short pre-flight: is the entity clean, is the equity real, does the company own its product, and do your numbers agree with each other? A handful of items decide it. In our rubric these are the weight-3 items — the ones scored as deal-breakers, because when any one is wrong the round stalls before the interesting conversation starts.
How many there are depends on your stage: 5 at pre-seed, then more get added as investors expect more evidence — 8 at seed, 9 at Series A and Series B (monthly financials, systems-pulled metrics and cohort retention join the list). The five below are the core that apply from day one and stay deal-breakers the whole way up; the extra ones at later stages are called out where they enter. The live readiness check and the stage playbook render your exact set from the same rubric, so you can always see the full weight-3 list for your stage.
Here's the honest reason these come first: they're cheap to check and expensive to get wrong. A partner can verify all five in under an hour, and each one, if it's broken, is the kind of problem that surfaces during confirmatory diligence and re-opens price — or kills the deal after weeks of work. So they de-risk it up front. Your job is to make sure all five are boringly clean before the first meeting.
Confirms the entity investors are actually buying into exists cleanly. A Delaware C-corp (or a clean local equivalent) is checked before anything else — a foreign or oddly-structured entity means a conversion the investor now has to price into the deal.
This is the single most-checked item in diligence. Surprises here — an unrecorded SAFE, a verbal equity promise to an advisor, an option pool that isn't reflected — kill deals late, so investors check early. New investors model dilution from your existing stack before they model your business.
If a departed co-founder or a contractor owns part of the code, the company doesn't own its product. This is a standard kill-switch question: one missing signature from the person who wrote your core engine can hold up a close for weeks while lawyers chase a release.
Inconsistency between the deck and the model is the most common red flag investors report — because it signals the numbers are decoration, not the way you actually run the business. A "$1.5M raise, 18-month runway" on the deck that the model can't reproduce reads as either sloppy or misleading, and both are fatal early.
New investors model dilution from your existing instrument stack before they model your business. An MFN clause or an unusually low cap buried in a two-year-old SAFE changes everyone's math — surfacing it yourself, cleanly, is the difference between a fast round and a stalled one.
In the RaiseReady rubric, each item carries a weight of 1–3. The five above are all weight-3, and at later stages a few more weight-3 items join them (see the count below). A quick way to see where you stand: of the diligence items expected at your stage, how many of the weight-3 ones can you actually produce today? If the answer isn't "all of them," that's your first work order — before market sizing, before the deck polish, before anything.
| Deal-breaker | The artifact a partner opens | Stages it applies |
|---|---|---|
| Incorporation clean | Certificate, bylaws, EIN letter | All |
| Cap table complete | Fully-diluted cap table + all convertibles | All |
| IP assignment signed | PIIA/CIIA for all founders, staff, contractors | All |
| Deck = model | Use-of-funds slide + runway math | All |
| Prior-round terms | SAFE/note docs + cap/discount summary | Seed + |
| Monthly financials, bank-reconciled | 12+ months of P&L and cash | Seed + |
| Systems-pulled metrics | Metrics export / dashboard, monthly series | Seed + |
| Cohort / logo retention | Retention curves you can explain | Series A + |
Total weight-3 deal-breakers by stage: pre-seed 5, seed 8, Series A 9, Series B 9. The stage playbook and the on-page checker render this list live from the same rubric the report scores, so it can't drift out of date.
The free on-page check runs this exact rubric — all 25 items, weighted by your stage, with the deal-breakers flagged in red — entirely in your browser. It shows you exactly which weight-3 items apply at your stage and which you're missing, and grades the rest.
Tick your stage and answer honestly; see your grade and your deal-breakers on the page. The $990 report turns every gap into a work order with time estimates and writes the sections investors read first.
Check my readiness free →Four do from day one — incorporation, cap table, IP assignment, and deck-vs-model consistency. The fifth (prior-round terms) only bites once you've raised on SAFEs or notes, so it becomes a deal-breaker from seed onward. At pre-seed, having the first four clean is most of the battle.
No. Investors check for a clean, fundable structure; a Delaware flip is common and expected for cross-border teams. What stalls a round is discovering the structure question late. Surface your plan (or your completed flip) up front and it's a non-issue.
No — a clean, current spreadsheet showing the fully-diluted view and every convertible instrument is fine at early stages. What matters is that it's complete and reconciles with your legal documents, not which tool holds it. From Series A on, most companies move to Carta or Pulley because the option-grant tracking gets hard to do by hand.
Get a signed release now, before you raise, even if it's awkward. It's far cheaper to resolve while you have leverage than during a close when the investor's counsel has flagged it and the round is waiting on it.
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