Data room: definition, contents and preparation
What is a data room? Why to prepare it before the first meeting, what it contains and how to organise it.
The data room is the space where the investor checks what you presented to them in the meeting. Preparing it early has two concrete effects: the raise moves faster once interest is confirmed, and you find the weak points of your file yourself, before an investor finds them during due diligence.
What it contains
- Legal: Kbis (French company registration extract), articles of association, shareholders' agreement, cap table, shareholder meeting resolutions, BSPCE plans.
- Finance: annual accounts, interim accounts, forecast, debt, tax and social security certificates.
- Sales: main customer contracts, revenue breakdown, key indicators.
- Team: organisation chart, contracts of the managers and key employees.
- Intellectual property: trademarks, patents, assignments of rights from developers and contractors, domain names.
- Contracts and compliance: key suppliers, lease, insurance policies, GDPR record of processing, ongoing disputes.
The most common sticking points
- The code does not belong to the company. Without an assignment of rights signed by each freelance developer, the investor does not know exactly what they are financing.
- An approximate cap table. Every instrument (BSPCE, BSA, convertibles) must appear in it, with its date and exercise price.
- Domain names or a trademark registered to a founder rather than to the company.
- Forgotten commitments: honour loans, change-of-control clauses in a major customer contract.
Organising the space
One folder per category
Numbered, so that you can refer to it in your e-mail exchanges.
Access per investor
So that you know who viewed what, and can withdraw access if the discussion stops.
An up-to-date index
The list of documents, with their date and upload status.
A data room that is ready before the first meeting, even an incomplete one, signals seriousness as strongly as its content does. Our checklist lists the 27 most requested documents, each with the reason the investor asks for it.