A due diligence checklist for an investor (angel, venture capital or private equity) considering an investment in a startup in England & Wales. Use it to request and review information before committing.
How to use this checklist - This is an information-gathering checklist, not a contract. Adapt the scope to the size and stage of the deal. - Ask the company to populate a data room with the documents below, and flag gaps and red flags for follow-up. - Diligence findings should feed into the investment agreement (warranties, disclosure and conditions). Take legal, financial and tax advice.
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1. Corporate and ownership
- Certificate of incorporation, current articles of association, and any shareholders' agreement ☐
- Up-to-date cap table (shares, options, convertibles, SAFEs) and statutory registers ☐
- Confirmation statements and Companies House filings up to date ☐
- People with significant control (PSC) information ☐
- Details of any subsidiaries or group structure ☐
2. Funding history
- Previous funding rounds, terms and investor rights ☐
- Outstanding loans, debentures or security ☐
- Any grants and their conditions ☐
- Use of SEIS/EIS (and advance assurance) where relevant ☐
3. Intellectual property
- Schedule of IP (patents, trade marks, copyright, domains, software) and ownership/assignments ☐
- Confirmation that founder and contractor IP has been assigned to the company ☐
- Any IP licences in or out; open-source usage ☐
4. Commercial contracts
- Key customer and supplier contracts; change-of-control clauses ☐
- Partnership, reseller and distribution agreements ☐
- Standard terms and conditions ☐
5. People
- Employment contracts, key-person arrangements and restrictive covenants ☐
- Consultancy/contractor agreements; correct employment status ☐
- Share options/EMI scheme documents ☐
- Pension auto-enrolment compliance ☐
6. Financial and tax
- Management accounts, financial model, and forecasts ☐
- Statutory accounts (where applicable) ☐
- VAT, PAYE and Corporation Tax position; any HMRC correspondence ☐
7. Regulatory and data
- Any regulatory authorisations (e.g. FCA) and compliance ☐
- Data protection: UK GDPR compliance, privacy notices, data processing agreements ☐
- Product, safety and sector-specific compliance ☐
8. Litigation and risk
- Current, threatened or past disputes/litigation ☐
- Insurance cover (including any required cover) ☐
- Material contingent liabilities ☐
9. Property and assets
- Leases or property interests; key equipment and assets ☐
Note: tailor and prioritise these items by deal size; record findings and feed them into warranties and disclosure.
--- This checklist is general information about the law of England & Wales as at 2026, not legal advice. Have qualified legal, financial and tax advisers conduct the diligence and review the investment documents. Governing law: England & Wales.