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Startup Governance Due Diligence Preparing the Approval Record
Startup governance due diligence preparation means finding the records behind important company decisions and checking whether they tell a coherent story. Begin with a timeline of significant actions, locate the related approvals and documents, and bring uncertainty about authority or effectiveness to counsel. A folder of meeting minutes is useful when a reviewer can connect it to what the company actually did.
The investor's requests and the company's history determine the scope. Cooley's sample VC diligence list includes shareholder and board actions, meeting minutes, and current charter documents. Use those categories as an initial reference and tailor the review with your team.
Build a timeline of actions that matter to the raise
Identify financing events, equity grants, changes to directors or officers, amendments to governing documents, and other decisions relevant to the review. Record the date, entity, action, and person who can explain it. The timeline is an organizational aid, not a conclusion that every required approval exists.
Ask colleagues about events that may not be obvious from the folder. An updated ownership summary or a new officer signature may indicate an action whose supporting records still need to be located.
Connect each event with its supporting documents
For an equity grant, the review may involve an approval, plan documents, and the individual agreement. For a charter amendment, locate the relevant approval and filed record. Ask counsel which documents establish the sequence for the particular action.
Keep related material together through clear references. A file uploaded recently may document an older event; retain the underlying event date so the reviewer can reconstruct the history accurately.
Check status before calling an approval complete
Identify whether each item is a draft, an executed consent, meeting minutes, a filing, or another kind of record. Check for relevant signatures and attachments, then ask counsel to assess questions about whether the action was validly authorized.
In a hypothetical company, a signed grant agreement exists but the associated approval has not been found. The coordinator records both facts and asks counsel what further review is needed. Treating the agreement alone as proof of the full approval process would skip that question.
Confirm which governing documents are current
Locate current versions of the company's charter and bylaws, together with amendments needed to explain them. Keep previous versions when they matter to an earlier action. Identify the relevant entity where a group has more than one company.
Check whether the deck, organizational chart, and investor answers use the same current information. A document labelled final can still predate a later change. Our Legal Due Diligence guide describes how founders can coordinate the review with counsel.
Resolve gaps through the agreed review process
For each unresolved item, record what is known, what remains uncertain, and who will determine the next action. Counsel may need to assess a corrective step. Keep evidence of completed work and update any investor response affected by the result.
Do not rewrite historical records to make a folder look consistent. Preserve the actual sequence and an accurate account of any correction. Decide with counsel what explanation and supporting material are appropriate for external review.
Maintain governance records between fundraising rounds
DocChief automatically generates investor updates for recent equity and governance developments from the maintained document base. Keeping it as the primary corporate document management system also supports corporate-record health checks and compliance gap analysis. Review the findings and generated updates against the current records before sharing.
DocChief's Fundraising Readiness benchmark can help begin the preparation inventory based on stage, industry, and fundraising goals. Selected trackable links support focused sharing; the organized smart data room supports established investor review with free access for invited investors. Explore DocChief to keep the approval record available throughout the company's development.