The Documents Investors Request After the Term Sheet

Signing a term sheet feels like the finish line. It isn’t. It’s the start of confirmatory due diligence, where investors and their counsel check that the company is what you’ve described. For many founders, it’s the most document-intensive stretch of the entire raise.

Here’s what to expect, organized the way investors’ counsel typically asks for it. Exact lists vary by deal, stage, and investor, and your own counsel should tailor this for your company, but the categories are consistent.

Corporate formation and governance

Certificate of incorporation and any amendments. Investors confirm the company exists, is in good standing, and was authorized to issue the stock it has issued.

Bylaws. Along with any amendments.

Board and stockholder consents and minutes. Every significant corporate action should have an approval behind it: stock issuances, option grants, plan adoptions and increases, officer appointments, major contracts, and prior financings.

Good standing certificates. From the state of incorporation and any states where the company is qualified to do business.

The most common gap here is an approval that was discussed, and maybe even acted on, but never formally documented or signed.

Equity and capitalization

The cap table, plus every document behind it: stock purchase agreements, the equity incentive plan and its approvals, option grant documentation, exercise records, repurchase documents, and transfer records.

83(b) elections for founders and anyone else who received restricted stock, with proof of timely filing.

Convertible instruments, including every SAFE and convertible note.

Prior financing documents from earlier rounds, including any investor rights, voting, or side letter agreements.

This category is where the cap table tie-out happens: matching every line of your cap table to the documents that support it.

Founders, employees, and contractors

Founder agreements, including stock purchase and vesting terms.

Offer letters and employment agreements for key employees, especially any that promise equity.

Confidentiality and invention assignment agreements from founders, employees, and contractors.

Consulting and contractor agreements.

Documentation of departures, particularly for any founder or key employee who left, including what happened to their unvested equity.

Investors look closely at whether equity promised in offer letters was actually granted and approved, and whether everyone who built the product signed an assignment.

Intellectual property

IP assignment agreements confirming the company owns what it built, including anything created before incorporation.

Patents, trademarks, and applications, if you have them.

Licenses for technology the company relies on, including significant open source use where relevant.

IP gaps matter because they go to whether the company owns its core asset. A missing assignment from an early contributor can become a serious issue.

Commercial and financial

Material contracts: major customer agreements, key vendor and partnership agreements, and anything with unusual terms such as exclusivity or change-of-control provisions.

Financial statements and tax filings.

Debt and lien documents, if any.

Compliance and disputes

Any litigation, threatened claims, or regulatory matters.

Privacy and data security policies and, where relevant, compliance documentation.

Required licenses or permits for your industry.

Why gaps at this stage cost the most

Before a term sheet, a gap is a problem you can fix quietly. After a term sheet, it’s a problem the investor finds, with your commitment already in hand. Fixes happen on a deadline, under scrutiny, with legal fees running on both sides. Serious gaps can add closing conditions, expand what you have to represent and warrant, or reopen terms.

What makes these gaps so common is how companies store documents. An offer letter promising options sits with HR. The grant sits with the equity records. The board approval sits in the minute book, or in someone’s inbox. Each is filed as a separate document, and nobody sees that one hire touches all three until diligence asks.

How to get ahead of it

Assemble these documents before you raise, not after the term sheet. Check that each category is complete, signed, and consistent. Keep them in a restricted section of your data room, ready to open to investors’ counsel the moment diligence begins.

How DocChief helps

DocChief works as your corporate vault. Anyone holding records can email them to the vault’s own address or upload them through a secure request link, and they go directly into the folder they belong in. DocChief collects your corporate records wherever they are, organizes them automatically into the right categories, and connects the events across them: the offer letter, the grant, and the approval behind it. Its gap analysis flags what’s missing or unsigned against what investors commonly request, and when diligence begins, you can grant investors’ counsel access with granular controls instead of building a data room from scratch.

Related guides

Cap Table Tie-Out: What Happens After the Term Sheet
What to Put in Your Data Room Before the Term Sheet
How to Collect IP Assignment Agreements From Employees and Contractors