Startups and Due Diligence: What Every Founder Should Know
Financial Management

Startups and Due Diligence: What Every Founder Should Know

Martin Bell
Martin Bell
8 min read.

The due diligence process is an essential step for any startup seeking funding. It is a time-consuming process that involves thorough research and analysis of a company's financial, legal, and operational aspects to evaluate its potential risks and opportunities.

Due diligence not only helps investors make informed decisions but also allows startups to showcase their strengths and address any weaknesses before securing funding. In this article, we will dive deeper into the due diligence process and provide valuable insights for companies in the startup world looking to ace this crucial step.

A Rocket taking off from a pile of money

When Is Due Diligence Carried Out?

Due diligence for startups is typically carried out when a potential investor or buyer, such as an angel investor, is considering a significant financial transaction with the startup. This could be during a funding round, an acquisition, a merger, or a similar transaction.

The diligence process begins by allowing the interested party to critically assess the startup's full business plan, model, financials, team, market position, and potential risks. This thorough examination helps the fund's investment criteria to uncover the startup's competitive advantage, providing an accurate and comprehensive picture of its strengths, weaknesses, potential, and risks.

While due diligence can technically be conducted at any time, it is most common during these critical periods of financial activity to ensure informed decision-making. This information is crucial for investors or buyers, enabling them to determine whether or not to proceed with the transaction and at what price.

Why Is Due Diligence Important for Startups?

two entrepreneurs shaking hands

Due diligence is essential for startups because it helps to establish trust and credibility with potential investors and buyers. By conducting thorough due diligence first, the startup shows that they are committed to transparency and have nothing to hide. It also allows them to address any red flags or concerns that may arise early on in the process, increasing the chances of a successful transaction.

Furthermore, due diligence helps to identify potential risks and challenges that may not have been apparent at first glance. This allows the startup to address these issues proactively and make necessary adjustments before entering into a financial agreement. It also gives investors or buyers confidence in the startup's ability to mitigate these risks and navigate any challenges that may arise.

Now that we understand the importance of due diligence for startups, it's crucial to delve into the specifics of the startup due diligence checklist and what venture capitalists (VCs) look for during the process.

What VCs Will Look At When Carrying Out Due Diligence

Broadly speaking, there are six key areas that venture capitalists (VCs and most institutional investors) will scrutinize during ordinary course of the due diligence process.

The People Behind the Startup

Venture capitalists understand that a startup's success is largely dependent on the future performance of the company and the team behind it. VCs assess the backgrounds, skill sets, and experiences of the company, founders, and key team members, seeking a proven track record in the startup's industry or related fields.

They evaluate the team's cohesion and how well its members work together. Leadership qualities, vision, commitment, and the management team's ability to adapt to change are also taken into account. VCs may also scrutinize the team for any gaps that could hinder the startup's growth and success, considering whether the current team can effectively scale the business.

Colleagues enjoying a great time in a startup office
Investors value having the right team behind the startup.

The Financials

VCs will pore over the startup's financial statements, annual budget, projections, business model, plans, and forecasts in detail. They will evaluate the company's revenue streams, costs, profitability, and projected growth.

This information helps them understand the startup's potential for returns on their investment. VCs may also examine financial projections related to the company's cash flow, burn rate, and how much runway it has before needing additional funding. Additionally, they will assess the startup's ability to manage its finances effectively.

The Product or Service

The product or service itself is a crucial aspect of venture capital due diligence. VCs will want to understand the problem that the startup's product or service aims to solve and how well it addresses this need.

They will assess the uniqueness and potential market demand for the product or service, as well as the legal structure and any intellectual property rights associated with it. VCs may be early-stage investors and early-stage companies and also take into consideration any potential regulatory or legal hurdles that could impact the success of the product or service.

The Market

Venture capitalists will rigorously assess the startup's target market. They will examine its size, potential for growth, and the competitive landscape. This will include an understanding of primary and secondary market research, customer demographics, and market trends.

VCs will look for a clear proof of concept market need for the startup's product or service, and whether the startup can meet this need better than existing competitors. They also consider the potential barriers to entry and the regulatory environment of the targeted markets.

A deep understanding of the market dynamics is crucial for a startup's success, and VCs will want to see that the startup ecosystem founding team understands these aspects thoroughly

Compass for startup success and venture capital approval.
Startup compass key: VCs prioritize founders with market insight for a strategic edge and clear proof of concept.

Equity Structure and Cap Table

The equity structure and the capitalization table (cap table) form an integral part of the venture capital due diligence process for startups. VCs will thoroughly examine the startup's equity distribution, including ownership percentages of founders, employees, and previous investors. The company management equity structure should be proportionate and fair, reflecting the contributions and risks undertaken by each stakeholder.

They will also scrutinize the cap table, which provides an overview of the company, junior and senior members of technology startups' shareholders, and their respective ownership stakes. A well-organized cap table implies the startup's meticulousness and comprehensive understanding of its finances.

Lastly, they will assess the terms of partnership agreements from previous funding rounds to understand how previous deals may influence their potential investment.

Risk Management

Risk management is a critical aspect of due diligence for startups. VCs will assess the startup's risk assessment and mitigation strategies, including potential financial, operational, legal, and compliance risks. They will also evaluate the contingency plans of both junior and senior members of the startup in case of unexpected challenges or market shifts.

VCs are looking for proactive and adaptive startup founders who have identified potential risks and formulated solutions to mitigate or overcome them. A thorough understanding of potential risks and the ability to address them will instill confidence in VCs and increase the startup's chances of securing investment.

Having explored the importance of equity structure, market, product, cap table, and risk management in due diligence, it's time to delve into the other side of the coin. Despite best efforts, several issues can surface during the due diligence process.

In the next section, we will identify and discuss some common issues that can arise during the due diligence process for startups. Startups need to be aware of these common pitfalls to better equip themselves to navigate through this critical phase of the investment process.

Common Issues That Can Arise During the Due Diligence Process

Disorganized startup office with scattered documents
Disorganized startup office with scattered documents

During the due diligence process for startups, several issues can potentially arise. These include:

  • Incomplete or Disorganized Records: Startups need to ensure they maintain comprehensive records of all their financial transactions, legal contracts, employee records, and other critical documents. Inconsistent or incomplete records can raise red flags for VCs and could hinder the investment process.
  • Intellectual Property (IP) Disputes: Issues related to patents, trademarks, copyrights, and other forms of IP can be major stumbling blocks during due diligence. Startups need to have clear ownership of their IP and resolve any existing disputes beforehand.
  • Regulatory Compliance Issues: Non-compliance with relevant industry regulations can lead to penalties and legal problems. Any such issues need to be rectified before VCs conduct their due diligence.
  • Unrealistic Valuation Expectations: Sometimes, a startup's self-valuation may not align with the market value perceived by potential investors, leading to disagreements during the funding negotiations.

By proactively addressing these issues, startups can ensure a smoother due diligence process many investors and increase their chances of securing investment.

Best Practices for Successful Due Diligence for Startups

As a startup, it's crucial to follow best practices during the business due diligence process. These include:

Prepare in Advance: Startups should be well-prepared with all their documents and financial records organized and readily available for VCs and most investors to review.

Be Transparent and Honest: It's essential to disclose all relevant information truthfully and transparently. Hiding or manipulating information can damage trust between the startup and potential investors.

Understand the VC's Priorities: VCs have specific criteria they look for during due diligence, such as risk assessment, financial performance, business, and market potential. Startups should understand these priorities and be prepared to address them effectively.

Maintain Professionalism: Due diligence with angel investors can be a lengthy and challenging process for early stage startups, but startups should maintain professionalism throughout. This includes timely communication and respect for the other investor sitting on the VC's time.

Anticipate Questions: Startups should anticipate potential questions from VCs and be prepared to answer them confidently and thoroughly.

Seek Legal Counsel: Startups need to have legal counsel during due diligence to ensure all legal aspects of a joint investment pitch or venture are addressed and to avoid any potential legal issues.

Potential Benefits Of Due Diligence For Startups

Successful navigation of due diligence can yield innumerable benefits for startups, beyond mere monetary investment.

First and foremost, it can enhance credibility and boost investor confidence. A thorough and transparent due diligence process sends a clear signal to potential investors about the whole startup ecosystem's commitment to accountability and governance.

Investor in suit - Due diligence impact on confidence
Due diligence boosts investor confidence and credibility.

Secondly, due diligence can help a startup identify its strengths and weaknesses. This inherent introspection helps in strategizing for future growth, adjusting business models, and planning contingencies.

Thirdly, due diligence can uncover potential legal claims and compliance issues that might pose business liabilities or risks in the future. Addressing these early on can save startups from costly legal disputes and operational disruptions.

Lastly, due diligence is an opportunity to build a strong relationship with potential investors. The process involves significant communication and interaction, which can pave the way for future collaborations, even if the current discussions do not immediately result in an investment.


In conclusion, due diligence is a crucial process for startups seeking investment. It is an opportunity to provide documentation, showcase the startup's potential to investors, and build trust and credibility.

Additionally, it provides critical insights into the startup's operations, legal compliance, and future growth plans. Therefore, startups should approach legal due diligence itself with thoroughness and seek out experienced legal counsel to navigate this lengthy process more successfully.

Ultimately, a well-executed due diligence process can lay the foundation for a successful partnership between startups and investors, setting them up to date on the stage for long-term growth and success. So, if you're a startup looking to secure investment, be sure to prioritize due diligence as an essential step in your journey toward growth and sustainability.

About Martin Bell

Martin Bell (Founder & CEO of Bell Ventures) is the visionary and driving force behind the hyper-successful 100 Tasks Startup System which has driven the growth of 20,000+ startups including Zalando and Delivery Hero.

At Rocket Internet, he pioneered the 100-Day-Launch process and led 120+ private and public sector venture-building projects.

Now Martin aims to democratize entrepreneurship by sharing his invaluable practical knowledge and tools to empower aspiring entrepreneurs just like you. Does that sound like you? Then make sure to learn more below ...

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