Data Room Checklist for a UK Startup (2026)

What a data room is for

A data room is a shared online folder that holds the documents an investor needs to check before they invest. A good one answers most diligence questions before anyone asks them, and it shows that you run the company with care.

Our due diligence checklist explains the questions investors and their lawyers work through. This guide is the build list: which folders to create, what goes in each and how to share it. I'd build the room before the first meeting, because most of it is paperwork you already have.

This is general information, not legal or tax advice.

Build two versions

I'd keep a light room and a full room. The light room is for investors after a good first meeting: the deck, a one-page summary, the financial model, the cap table and your advance assurance letter if you have it.

The full room opens once you have a term sheet or a serious lead. It holds everything below. Sharing contracts and staff details with every investor you meet spreads confidential information further than it needs to go.

The British Business Bank's angel checklist asks whether your documentation is in order, and whether you can show your patent certificate, customer letters, accounts and any other documents you referenced in your pitch. A useful test for the light room is that every claim in your deck has a document behind it.

Folder 1: company records

Start with the certificate of incorporation, your current articles of association, the register of members and the register of people with significant control. Add board minutes and written resolutions for every share issue.

GOV.UK says a limited company must keep records of its shareholders and the results of any shareholder votes and resolutions, transactions when someone buys shares in the company, promises to repay loans, indemnities, and loans or mortgages secured against the company's assets. Those records are the core of this folder.

Check that the public record matches. GOV.UK requires you to tell Companies House within a month if you issue more shares, and within 14 days of changes to directors or people with significant control. Every company must also file a confirmation statement at least once a year, and you can be fined up to £5,000 or struck off if you fail to file. Investors read your Companies House page before they read your data room.

Folder 2: cap table and funding history

Include a current cap table that shows every shareholder, share class and option, plus a version that shows the position after the round. Add the documents from earlier rounds: subscription agreements, any shareholders' agreement, advance subscription agreements and convertible notes.

Put your SEIS or EIS advance assurance letter here with the application behind it. HMRC's application asks for a business plan and financial forecasts, the latest accounts, your articles, a register of members and the latest draft of the documents you use to explain the proposal to investors. The pack you sent HMRC is already most of a light data room.

If the company has received grants, add the offer letters. Grant terms can restrict how money is spent or who owns the results, and investors will ask.

Folder 3: finance and tax

Add filed accounts for every year, management accounts for the last 12 months, the forecast model and recent bank statements. GOV.UK sets the Companies House deadline for annual accounts at nine months after the financial year ends, and 21 months after registration for a company's first accounts. The Company Tax Return is due 12 months after the accounting period ends. Show that each one was filed on time.

Include corporation tax, VAT and payroll filings, and any R&D tax relief claims with the reports behind them. List any loans, director's loans and security over company assets on one page.

GOV.UK says accounting records must be kept for six years from the end of the financial year they relate to, and that HMRC can fine a company £3,000 or a director can be disqualified if they are missing. If your bookkeeping has gaps, fix them before the room opens.

Folder 4: product and intellectual property

Investors want proof that the company owns what it sells. Add signed IP assignments from every founder, employee and contractor who has written code, designed the product or created content. Add trade mark and patent filings, domain registrations and a list of the open-source components you use with the licence for each.

A short product document helps here too: an architecture diagram, the roadmap and a note on what is built and what is planned. Keep source code out of the room. If an investor needs a technical review, arrange a supervised session.

Folder 5: customers, people and data protection

For customers, add your main contracts, a pipeline summary and a revenue breakdown by customer. For suppliers, add any contract the business depends on. Mark renewal dates and termination rights on a single summary sheet.

For people, add employment contracts, contractor agreements, the option scheme documents and an organisation chart. Remove home addresses, bank details and other personal information that an investor has no need to see.

For data protection, add your privacy notice, data processing agreements and proof of your registration with the Information Commissioner's Office. The ICO says organisations that use personal information need to pay a data protection fee unless they are exempt. It takes minutes to check, and a missing registration is easy for a lawyer to spot.

Naming, access and upkeep

Number the folders, use plain file names with dates, and put an index at the top that lists every document and when it was last updated. Add a one-paragraph note to each folder that says what is in it and what is missing.

Give investors view-only access by named email address, keep a log of who has seen what, and remove access when a conversation ends. One person on your side should own the room and answer questions, so replies stay consistent.

Update the room on a fixed day each month, even when you are between rounds. The next raise then starts from a room that is 30 days old, and the same folders serve your accountant and any future buyer.