Investor due diligence checklist: the documents investors ask for first
Seven groups, the document in each, and the one fact every document proves. Updated for 2026.
By Gene Deyev, Founder and CEO of Stobox · Last updated 11 September 2026
Investors ask for the same documents first: proof the company exists and is authorised to raise, a cap table backed by signed instruments, financial statements someone independent has checked, the material contracts, ownership of the IP, the regulatory position, and, if there is an asset, title and a third-party valuation. Each document proves one fact. A gap costs you time or price.
The list below is grouped the way a counterparty reads it. Next to each document is the fact it proves, because that is what the investor is actually checking. It is built from the thirty-six facts that investors, counsel and platforms ask for first in the Stobox record gap check. Preparing a token issuance rather than a raise? Start with tokenization readiness instead.
The checklist, group by group
Corporate
| Document | What it proves |
|---|---|
| Certificate of incorporation | The company exists, where, and since when. |
| Register of directors and officers | Who can act for the company. |
| Group structure chart | Which entity actually issues, and what sits under it. |
| Board minutes authorising the raise | The raise was approved by the people allowed to approve it. |
| Certificate of good standing | The company is current with its registry. |
Cap table and ownership
| Document | What it proves |
|---|---|
| Current cap table | Who owns what today, fully diluted. |
| Shareholder and subscription agreements | The rights each holder has, and any consent they can withhold. |
| Beneficial ownership | The people behind the shareholders, for KYC and sanctions checks. |
| Signed instruments behind the table | Every line of the cap table has a signed document behind it. |
Financials
| Document | What it proves |
|---|---|
| Historical statements | What the company earned, spent and holds. |
| Audit or review report | Someone independent has checked the statements. |
| Revenue by source | Where the money comes from, and how concentrated it is. |
| Debt and obligations | What the company owes, to whom, and on what terms. |
| Projections with their assumptions | What the plan is, and what it depends on. |
| Bank confirmation | The cash in the statements is in the bank. |
| Tax filings | The company files and pays where it should. |
Material contracts
| Document | What it proves |
|---|---|
| Key customer, supply and offtake agreements | The revenue and the inputs are contracted, not just hoped for. |
| Leases and management agreements | Who runs the business or the asset, and on what terms. |
| Loan agreements | Any change-of-control clause that needs a lender’s consent before a raise. |
Intellectual property
| Document | What it proves |
|---|---|
| Trademarks, patents and copyrights | The company, not a founder or a contractor, owns what it sells. |
| IP assignment agreements | Work done by employees and contractors was assigned to the company. |
Regulatory and legal
| Document | What it proves |
|---|---|
| Counsel of record | Who stands behind the legal position. |
| Licences and regulatory status | The company is allowed to do what it does. |
| Litigation and disputes | What claims exist against the company. |
| Sanctions and AML position | The company and its holders pass screening. |
| The exemption relied on | How the offering is legal: for example Reg D 506(c) or Reg S. |
The asset, if there is one
| Document | What it proves |
|---|---|
| Description of the asset | What exactly investors are getting exposure to. |
| Title or ownership evidence | The issuer owns the asset it is raising against. |
| Third-party valuation | What the asset is worth, according to someone outside the company. |
| Encumbrances and liens | Who else has a claim on it. |
| Insurance and custody | What happens if it is damaged, lost or stolen. |
Offering documents, once the raise is designed
After the company record come the terms: how much and at what price, the use of proceeds, who may invest, the transfer restrictions and the risk factors. They are written from the record, so every figure in them should point back to a document above.
Doing it with AI
Most of this list already exists somewhere in the company. The work is finding it, reading it and noticing where two documents disagree. That is the part software now does well, as long as every answer keeps a link to the document it came from.
- For investor readiness: Stobox Intelligence reads the documents you hand over, pulls out the answers, and marks each one by how provable it is, from your own word (T0) to a statement issued by an authority (T5). You see every answer before it lands, gaps come back as a named list, and a counterparty reads the data-room index for free.
- For the whole company: the same principle, applied beyond a raise, is Second Brain, Gene Deyev’s company second-brain service: one page per client, deal, person and figure, each fact with its source. See what an AI-ready company record is.
Check your own data room first
Paste your data-room index, the headings of an information memorandum, or a plain summary of what exists into the free record gap check. It maps your text against the thirty-six facts and names the ones nothing in it answers. It runs in your browser and sends nothing anywhere. It reads coverage, not quality: it can see that a valuation is mentioned, not whether it is any good.
Questions this raises
Investor due diligence, answered briefly.
What documents do investors ask for first in due diligence?
Incorporation and good standing, the board approval for the raise, a cap table backed by signed instruments, historical financial statements with an audit or review, debt and material contracts, IP ownership, the regulatory position and litigation, and for an asset, title and a third-party valuation.
How do I prepare company documents for investor due diligence with AI?
Hand the documents you already have to a system that extracts each answer with a link to its source and shows you the gaps. Stobox Intelligence does this for investor readiness; a quick first pass is the free record gap check on your data-room index.
What is the difference between a data room and a due diligence record?
A data room stores files. A record states the facts and links each to its document, so an investor can check a figure without asking you. The full comparison is in verified record vs virtual data room.
How long does investor due diligence preparation take?
It depends on what exists. Stobox Intelligence builds the record in two to six weeks, once; after that it stays current and each new request is a link.
Educational reference, not legal advice. Stobox is a technology provider. It is not a broker-dealer, investment adviser, custodian or law firm; any regulated sale runs through a licensed firm, and the exemption is chosen by your counsel. Fees are flat, never a percentage of the raise.
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