CHECKLIST
Data Room Index
About seventy minutes to assemble the index and see what is missing; the gaps it finds take longer, which is the point of finding them now. Diligence rarely fails a deal. It reprices it: every missing document becomes a warranty, a retention or a discount, and every slow answer costs momentum, which is the same thing as price.
- Eight folders, twenty-two document sets, in the order diligence opens them
- Corporate first, because a broken cap table ends the process early
- The housekeeping rules that make a room answer in hours
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Who this checklist is for
Founders and finance leads facing an investment round, a sale or serious debt diligence, who would rather find the gaps themselves this month than have the other side price them next quarter.
An investor has just asked for “the usual”
This index is the usual. Corporate, financial, tax, commercial, people, IP and data, legal, housekeeping: the standard request list for a UK investment or sale, ordered the way the other side actually works through it. Assembling to their order means the first week of diligence feels organised, and first impressions in diligence compound.
You are selling the company
On a sale the pricing mechanics are sharper: undisclosed disputes void warranties, a missing contract becomes a retention, and the debtor aging feeds the working capital negotiation directly. The index has you read your own room like a buyer first, so the change-of-control clause and the related-party invoice are explained by you rather than discovered by them.
The room exists, but it is a mess
The last folder is the one most rooms skip: one naming convention matching the index, nothing password-protected, and a written Q&A log so every question is answered once, in writing, visible to both sides. A room that needs a guided tour costs momentum every day, and verbal answers have a way of becoming warranty disputes.
FACTS
The order is the diligence sequence
Corporate documents are opened before financial ones, because a cap table that does not reconcile to Companies House ends the process before anyone reads the accounts. Then financial, then tax, then the commercial contracts with concentration analysis alongside, matching the metrics deck. The index runs in that order so your room does too.
8 folders
Twenty-two document sets
Hours, not weeks
The answer speed that keeps momentum, and momentum is price
FACTS
Build it before the term sheet
The room is not a diligence chore, it is a negotiating position. Built early, it means the metrics have been computed from the books before anyone else rebuilds them, the awkward disclosures are framed by you, and the process runs at your speed. Built late, it is a fortnight of scanning under deadline while the price drifts.