Series A Fundraising Checklist for Startups (2025)

Quick Facts About Series A Fundraising

  • Typical Round Size: $2M - $15M (2025 averages)
  • Pre-Money Valuation Range: $10M - $50M (varies widely by sector/traction)
  • Equity Dilution: 15-25% (target)
  • Timeline: 3-9 months from first pitch to closed round
  • Success Rate: ~10-15% of startups that raise seed funding successfully raise Series A
  • Key Prerequisites: Product-market fit, meaningful traction, scalable business model
  • Fundraising Time Commitment: 50%+ of founder/CEO time during active fundraising

Why You Need This Checklist

Series A fundraising is significantly more rigorous than seed fundraising.

What's different in Series A:

  • Deeper due diligence: VCs will scrutinize financials, legal docs, product, team, market
  • Higher bar for traction: Need proven revenue, growth, unit economics, or strong engagement metrics
  • More complex legal docs: Series A term sheets, voting rights, board composition, liquidation preferences
  • Institutional investors: Dealing with larger VC firms with formal investment committees
  • Longer timeline: 3-9 months vs. 1-3 months for seed
  • More competitive: Only ~10-15% of seed-funded startups successfully raise Series A

This checklist helps you:

  • Prepare all materials investors will request during due diligence
  • Clean up legal/financial issues that could kill your round
  • Present a polished, professional fundraising package
  • Accelerate closing (well-prepared companies close 2-4 weeks faster)
  • Avoid deal-breaking surprises during due diligence

1. Pre-Fundraise: Are You Ready for Series A?

Before you start fundraising, honestly assess whether you're ready.

Traction Benchmarks (Typical Series A Requirements)

  • [ ] SaaS B2B:

    • [ ] $1M-$3M ARR (Annual Recurring Revenue)
    • [ ] 100%+ YoY revenue growth
    • [ ] <12 month payback period on CAC
    • [ ] 90%+ net revenue retention
    • [ ] 20+ enterprise customers OR 200+ SMB customers

  • [ ] Consumer / B2C:

    • [ ] 1M-10M MAU (Monthly Active Users) with strong engagement
    • [ ] 10%+ MoM user growth
    • [ ] Clear path to monetization (if not yet profitable)
    • [ ] Strong retention (40%+ D30 retention for mobile apps)

  • [ ] Marketplace / Platforms:

    • [ ] $500k-$2M GMV (Gross Merchandise Value) per month
    • [ ] 20%+ MoM GMV growth
    • [ ] Supply-side and demand-side liquidity demonstrated
    • [ ] Unit economics showing profitability potential

  • [ ] Hardware / Deep Tech:

    • [ ] Working prototype or production-ready product
    • [ ] Design wins, pilots, or letters of intent from major customers
    • [ ] Demonstrated IP moat (patents, trade secrets)
    • [ ] Clear path to manufacturing scale

Product-Market Fit Indicators

  • [ ] High organic growth (word-of-mouth, viral coefficient >1, low churn)
  • [ ] Strong user/customer love (NPS >50, testimonials, case studies)
  • [ ] Clear "aha moment" and activation metrics
  • [ ] Repeatable, scalable sales motion (for B2B)

Team Readiness

  • [ ] Full-time co-founders committed for long term (no part-timers)
  • [ ] Team has relevant domain expertise
  • [ ] Key hires in place (engineering, product, sales/growth depending on stage)
  • [ ] No major co-founder conflicts or cap table issues

Runway

  • [ ] At least 6-12 months of runway when starting fundraising
  • [ ] Plan assumes 6-9 months to close Series A
  • [ ] Backup plan if Series A doesn't close

If you checked most boxes above → Proceed with fundraising If you're missing several → Consider raising a bridge round or extending runway to hit benchmarks

2. Fundraising Strategy and Preparation {#fundraising-strategy)

Define Fundraising Goals

  • [ ] Amount to raise: $[X]M (enough for 18-24 months runway to Series B milestones)
  • [ ] Use of funds: [Breakdown by category: engineering, sales/marketing, ops, etc.]
  • [ ] Target post-money valuation: $[X]M
  • [ ] Acceptable dilution range: [15-25%]
  • [ ] Desired lead investor characteristics: [Sector focus, stage, value-add, etc.]

Fundraising Timeline

  • [ ] Month 1-2: Prepare all materials, complete this checklist
  • [ ] Month 3-4: Begin outreach, first meetings with VCs
  • [ ] Month 4-6: Advanced conversations, partner meetings, term sheets
  • [ ] Month 6-8: Due diligence, negotiate docs, close round
  • [ ] Buffer: Add 1-3 months buffer for delays

Fundraising Team

  • [ ] Lead fundraiser: [CEO typically leads]
  • [ ] Supporting fundraisers: [Co-founders, CFO/Head of Finance]
  • [ ] Legal counsel: [Startup attorney for term sheet/docs review]
  • [ ] Financial advisor: [Optional—CFO, fractional CFO, or fundraising advisor]

3. Financial Due Diligence Preparation

3.1 Historical Financials

  • [ ] Monthly P&L (Profit & Loss) statements for last 24 months

    • [ ] Revenue broken down by product/customer segment
    • [ ] Cost of Goods Sold (COGS)
    • [ ] Operating expenses (R&D, Sales & Marketing, G&A)
    • [ ] EBITDA and net income

  • [ ] Monthly balance sheets for last 24 months

    • [ ] Assets (cash, AR, inventory, etc.)
    • [ ] Liabilities (AP, debt, deferred revenue, etc.)
    • [ ] Shareholders' equity

  • [ ] Monthly cash flow statements for last 24 months

    • [ ] Operating cash flow
    • [ ] Investing cash flow
    • [ ] Financing cash flow
    • [ ] Ending cash balance

  • [ ] Bank statements for last 12 months (to verify cash balances)

  • [ ] Reconciliation of accounting records to bank statements

3.2 Financial Projections

  • [ ] 3-5 year financial model with monthly detail for Year 1, quarterly for Years 2-3, annual for Years 4-5

    • [ ] Revenue projections (by product, customer segment, or cohort)
    • [ ] Assumptions clearly documented (conversion rates, pricing, growth rates, etc.)
    • [ ] Headcount plan by department
    • [ ] Expense projections
    • [ ] Cash flow and runway projections

  • [ ] Unit economics analysis:

    • [ ] Customer Acquisition Cost (CAC)
    • [ ] Lifetime Value (LTV)
    • [ ] LTV/CAC ratio (target 3x+)
    • [ ] Payback period (target <12 months)
    • [ ] Gross margin (target 70%+ for SaaS, varies by business model)

  • [ ] Key metrics dashboard:

    • [ ] Monthly Recurring Revenue (MRR) or Annual Recurring Revenue (ARR)
    • [ ] Revenue growth rate (MoM, YoY)
    • [ ] Churn rate (monthly and annual)
    • [ ] Net revenue retention / Net dollar retention
    • [ ] Customer count and average contract value (ACV)
    • [ ] Burn rate and months of runway

3.3 Revenue Recognition and Accounting

  • [ ] Revenue recognition policy documented and consistent with GAAP/IFRS
  • [ ] Deferred revenue properly accounted for (SaaS annual contracts, etc.)
  • [ ] AR aging report showing outstanding invoices and collection rates
  • [ ] Explanation of any non-recurring revenue or one-time items

3.4 Burn Rate and Runway

  • [ ] Monthly burn rate calculation:

    • [ ] Gross burn (total monthly expenses)
    • [ ] Net burn (gross burn - revenue)
    • [ ] Current months of runway

  • [ ] Burn rate trends over last 12 months

  • [ ] Scenario analysis: Best case, base case, worst case runway projections

3.5 Fundraising History

  • [ ] List of all prior funding rounds:

    • Date, amount raised, pre/post-money valuation, lead investor, terms (SAFE, convertible note, priced equity, etc.)

  • [ ] SAFEs and convertible notes outstanding:

    • [ ] Terms (valuation cap, discount rate, conversion triggers)
    • [ ] Fully diluted cap table assuming all SAFEs/notes convert

3.6 Bookkeeping and Accounting Systems

  • [ ] Accounting software in place (QuickBooks, Xero, NetSuite, etc.)
  • [ ] Books reconciled and up-to-date (no more than 30 days behind)
  • [ ] Bank and credit card accounts reconciled monthly
  • [ ] Accrual-based accounting (not just cash-based)

4. 409A Valuation

A 409A valuation determines the fair market value (FMV) of your common stock for tax purposes.

Why 409A Matters for Series A

  • [ ] Investors will review your 409A during due diligence
  • [ ] Outdated or improperly done 409A can kill your round
  • [ ] IRS requires 409A to be updated at least annually OR after a "material event" (like fundraising)

409A Checklist

  • [ ] Current 409A valuation completed within last 12 months

    • [ ] If last 409A was >12 months ago → Get new 409A before fundraising

  • [ ] 409A provider:

    • [ ] Reputable valuation firm (Carta, Pulley, Aprio, Armanino, etc.)
    • [ ] Avoided "free" or DIY 409As (not credible with VCs)

  • [ ] 409A report includes:

    • [ ] Executive summary
    • [ ] Company background and financial performance
    • [ ] Valuation methodology (income approach, market approach, asset approach)
    • [ ] Discount for Lack of Marketability (DLOM)
    • [ ] Option pricing model (Black-Scholes or Binomial)
    • [ ] Common stock FMV determined

  • [ ] Documents provided to 409A firm:

    • [ ] Cap table
    • [ ] Historical and projected financials
    • [ ] Recent funding round terms (if any)
    • [ ] Comparable company data

  • [ ] Board approval of 409A:

    • [ ] Board resolution adopting 409A valuation
    • [ ] Documented in board minutes

409A Timeline and Cost

  • [ ] Timeline: 2-4 weeks from engagement to final report
  • [ ] Cost: $2,000 - $5,000+ (depends on complexity)
  • [ ] Plan ahead: Get 409A done 30+ days before you expect term sheets

5. Cap Table Cleanup

A messy cap table is a red flag for investors.

5.1 Cap Table Accuracy

  • [ ] Cap table is accurate and reconciled to legal stock records

  • [ ] Cap table software in use (Carta, Pulley, AngelList, Shareworks, etc.)

    • [ ] Avoid Excel-only cap tables (error-prone, not auditable)

  • [ ] Cap table shows:

    • [ ] All stockholders (founders, employees, investors)
    • [ ] Number of shares owned by each stockholder
    • [ ] % ownership (fully diluted)
    • [ ] Vesting schedules for all equity grants
    • [ ] Option pool size (authorized vs. granted vs. available)
    • [ ] SAFEs and convertible notes (pre-conversion)
    • [ ] Pro forma cap table showing SAFEs/notes converted at proposed Series A terms

5.2 Common Cap Table Issues to Fix

  • [ ] Missing or incomplete vesting:

    • [ ] All founder stock subject to 4-year vesting with 1-year cliff (standard)
    • [ ] 83(b) elections filed for all unvested founder stock
    • [ ] No "dead equity" (departed founders with unvested, unforfeited stock)

  • [ ] Over-allocated option pool:

    • [ ] Option pool size is reasonable (typically 10-15% post-Series A)
    • [ ] No massive unallocated option pool (investors will want to reduce it)

  • [ ] Too many small investors:

    • [ ] Consolidate small angel investors if possible (use SPV or secondary sales)
    • [ ] Avoid >20 individual investors on cap table (administrative burden)

  • [ ] Friends & family notes or SAFEs with unfavorable terms:

    • [ ] No uncapped SAFEs (or negotiate caps before Series A)
    • [ ] No super-low valuation caps that would give F&F >10% ownership

  • [ ] Dead co-founder equity:

    • [ ] Departed co-founders' equity bought back or forfeited (if unvested)
    • [ ] No founder with significant equity who's no longer with company

5.3 Stock Option Plan

  • [ ] Equity incentive plan adopted and approved by board and stockholders
  • [ ] Option pool adequately sized (10-15% of post-Series A fully diluted cap)
  • [ ] Option grants properly documented:
    • [ ] Board approval for each grant
    • [ ] Stock option agreements signed by all option holders
    • [ ] Exercise prices set at or above 409A FMV at time of grant

6. Legal Due Diligence Preparation

6.1 Incorporation and Corporate Structure

  • [ ] Delaware C-Corp (standard for VC-backed startups)

    • [ ] If not Delaware C-Corp, explain why to investors (or consider re-incorporating)

  • [ ] Certificate of Incorporation and all amendments

  • [ ] Bylaws (current version)

  • [ ] Good standing certificate from Delaware Secretary of State (dated within 30 days)

  • [ ] Registered agent current and in good standing

6.2 Cap Table and Equity Documents

  • [ ] Stock purchase agreements for all stockholders
  • [ ] Stock option agreements for all option holders
  • [ ] SAFEs and convertible note agreements (if any)
  • [ ] 83(b) election forms filed with IRS for all unvested founder/employee stock
  • [ ] Board/stockholder consents approving all equity issuances
  • [ ] Stock ledger (legal record of all stock issuances)

7. Corporate Documents

  • [ ] Board of Directors:

    • [ ] Current list of directors and their roles
    • [ ] Board meeting minutes for all meetings (last 24+ months)
    • [ ] Written consents in lieu of meetings (if used)
    • [ ] Director indemnification agreements

  • [ ] Stockholders:

    • [ ] Current stockholder list
    • [ ] Stockholder meeting minutes (if any—most early-stage startups use written consents)
    • [ ] Stockholder written consents for major actions (equity issuances, amendments to charter/bylaws, etc.)

  • [ ] Corporate policies:

    • [ ] Conflict of interest policy
    • [ ] Insider trading policy (if not yet adopted, draft before Series A)
    • [ ] Document retention policy
    • [ ] Whistleblower policy (if company >10 employees)

8. Intellectual Property (IP)

IP is often the most valuable asset of a tech startup.

8.1 IP Ownership

  • [ ] Company owns all IP developed by founders, employees, contractors, and consultants

  • [ ] Invention assignment agreements (IAA) signed by:

    • [ ] All founders
    • [ ] All employees (past and present)
    • [ ] All contractors and consultants who contributed to product/technology
    • [ ] Any third parties who contributed IP

  • [ ] IP assignment from founders:

    • [ ] Founders assigned all pre-incorporation IP to company
    • [ ] Assignment documented in founder stock purchase agreements or separate IP assignment

  • [ ] No outstanding IP disputes or claims

8.2 Patents and Trademarks

  • [ ] Patents:

    • [ ] List of issued patents
    • [ ] List of pending patent applications
    • [ ] Copies of patent certificates, prosecution history, maintenance fee records

  • [ ] Trademarks:

    • [ ] List of registered trademarks
    • [ ] List of pending trademark applications
    • [ ] Trademark registration certificates

  • [ ] Trade secrets:

    • [ ] List of key trade secrets (algorithms, formulas, processes, customer lists, etc.)
    • [ ] Measures to protect trade secrets (NDAs, confidentiality policies, access controls)

8.3 Third-Party IP and Open Source

  • [ ] No infringement of third-party IP:

    • [ ] Freedom to operate (FTO) analysis if in patent-heavy industry
    • [ ] No cease-and-desist letters or IP infringement claims

  • [ ] Open source software (OSS) properly managed:

    • [ ] Inventory of all OSS used in product
    • [ ] Compliance with OSS licenses (especially GPL, AGPL—avoid copyleft issues)
    • [ ] No prohibited OSS licenses used (e.g., GPL in proprietary software)

  • [ ] Third-party software licenses:

    • [ ] List of all licensed software, APIs, SDKs
    • [ ] Copies of license agreements
    • [ ] No expired or expiring critical licenses

9. Contracts and Agreements

9.1 Material Contracts

  • [ ] List of all material contracts (>$50k annual value or strategic importance):

    • [ ] Customer contracts (top 10 customers)
    • [ ] Vendor/supplier contracts
    • [ ] Partnership agreements
    • [ ] Licensing agreements (inbound and outbound)
    • [ ] Loan agreements, lines of credit
    • [ ] Real estate leases (office space)
    • [ ] Equipment leases

  • [ ] Contracts reviewed for:

    • [ ] Unfavorable terms (unlimited liability, punitive indemnification, change-of-control provisions)
    • [ ] Exclusivity obligations that limit future business
    • [ ] Auto-renewal terms
    • [ ] Termination provisions

9.2 Customer and Revenue Contracts

  • [ ] Top 10 customer contracts:

    • [ ] Copies of executed agreements
    • [ ] Revenue recognized and outstanding AR for each
    • [ ] No single customer >25% of revenue (concentration risk)

  • [ ] Standard form contracts:

    • [ ] Terms of Service (ToS)
    • [ ] Privacy Policy
    • [ ] SaaS subscription agreement
    • [ ] Master Services Agreement (MSA)

9.3 Vendor and Supplier Contracts

  • [ ] Critical vendor contracts:

    • [ ] Cloud infrastructure (AWS, Google Cloud, Azure)
    • [ ] Payment processors (Stripe, PayPal, etc.)
    • [ ] Core SaaS tools (Salesforce, HubSpot, etc.)

  • [ ] No single points of failure:

    • [ ] Alternative vendors identified for critical services
    • [ ] No vendor lock-in without exit strategy

10. Employment and HR

10.1 Employee Agreements

  • [ ] Offer letters for all employees (past and present)

  • [ ] Employment agreements (if used instead of offer letters)

  • [ ] Proprietary Information and Invention Assignment Agreements (PIIA):

    • [ ] Signed by all employees, founders, contractors
    • [ ] Includes confidentiality, IP assignment, non-compete (where enforceable)

  • [ ] Severance agreements for departed employees (if any)

  • [ ] Consulting agreements for contractors and consultants

10.2 Employee Census

  • [ ] Current employee list:

    • Name, title, hire date, salary/hourly rate, equity grants, location (state)

  • [ ] Departed employee list:

    • Name, title, departure date, reason for departure, equity forfeited/retained

10.3 Compensation and Benefits

  • [ ] Compensation structure:

    • [ ] Salary ranges by role/level
    • [ ] Bonus/commission plans (if any)
    • [ ] Equity compensation (option grants)

  • [ ] Benefits offered:

    • [ ] Health insurance
    • [ ] 401(k) or retirement plan
    • [ ] PTO policy
    • [ ] Other perks

  • [ ] No unusual or excessive compensation arrangements

10.4 Employment Compliance

  • [ ] All employees classified correctly:

    • [ ] Exempt vs. non-exempt (FLSA compliance)
    • [ ] Employee vs. contractor (IRS compliance)

  • [ ] I-9 forms completed for all employees (US work authorization)

  • [ ] W-2s and 1099s filed for all employees/contractors

  • [ ] State employment registrations (if employees in multiple states)

  • [ ] Workers' compensation insurance (if required by state)

10.5 Employment Issues

  • [ ] No pending or threatened employment litigation (wrongful termination, discrimination, harassment, wage & hour violations)
  • [ ] No significant HR complaints or investigations
  • [ ] Background checks conducted (if applicable)

11. Compliance and Regulatory

11.1 General Corporate Compliance

  • [ ] Corporate taxes filed:

    • [ ] Federal tax returns (Form 1120 for C-Corps) for all years since incorporation
    • [ ] State franchise tax returns (Delaware + any other states with nexus)
    • [ ] Sales/use tax compliance (if selling taxable goods/services)

  • [ ] Business licenses:

    • [ ] State and local business licenses (if required)
    • [ ] Professional licenses (if applicable)

  • [ ] Insurance:

    • [ ] General liability insurance
    • [ ] Errors & omissions (E&O) / Professional liability insurance
    • [ ] Directors & Officers (D&O) insurance (strongly recommended before Series A)
    • [ ] Cyber liability insurance (if handling sensitive data)
    • [ ] Workers' compensation insurance

11.2 Industry-Specific Compliance

Depending on your industry, you may need:

  • [ ] FinTech / Payments:

    • [ ] Money transmitter licenses (if applicable)
    • [ ] Bank Secrecy Act (BSA) / Anti-Money Laundering (AML) compliance
    • [ ] Know Your Customer (KYC) procedures

  • [ ] HealthTech:

    • [ ] HIPAA compliance (if handling protected health information)
    • [ ] FDA compliance (if medical device or diagnostic)

  • [ ] Data Privacy:

    • [ ] GDPR compliance (if EU users)
    • [ ] CCPA/CPRA compliance (if CA users)
    • [ ] Privacy policy and Terms of Service updated

  • [ ] Securities / Crypto:

    • [ ] SEC compliance (if offering securities or security tokens)
    • [ ] FinCEN compliance (if handling crypto)

11.3 Litigation and Disputes

  • [ ] No pending or threatened litigation:

    • [ ] No lawsuits, arbitrations, or government investigations
    • [ ] No outstanding cease-and-desist letters or IP disputes
    • [ ] No customer disputes or threatened claims

  • [ ] Litigation history: Disclose any past litigation (even if settled)

12. Product and Technology

12.1 Product Overview

  • [ ] Product demo prepared for investors
  • [ ] Product roadmap (6-12 month plan)
  • [ ] Product architecture diagram
  • [ ] Technology stack documentation:
    • [ ] Programming languages, frameworks, databases
    • [ ] Cloud infrastructure (AWS, GCP, Azure)
    • [ ] Third-party APIs and services

12.2 Technical Due Diligence

  • [ ] Code repository:

    • [ ] Clean, well-documented codebase
    • [ ] Version control (Git/GitHub/GitLab)
    • [ ] Code review processes in place

  • [ ] Technical debt assessment:

    • [ ] Known technical issues and how they'll be addressed
    • [ ] Scalability plan (can system handle 10x, 100x growth?)

  • [ ] Security and infrastructure:

    • [ ] SOC 2 Type II audit (if applicable—common for B2B SaaS)
    • [ ] Penetration testing conducted
    • [ ] Security incident response plan
    • [ ] Disaster recovery and backup procedures

12.3 Product Metrics

  • [ ] Usage metrics:

    • [ ] Daily Active Users (DAU), Monthly Active Users (MAU)
    • [ ] Engagement metrics (sessions per user, time spent, feature adoption)
    • [ ] Retention cohorts (D1, D7, D30 retention)

  • [ ] Product analytics:

    • [ ] Conversion funnel (signup → activation → engagement → monetization)
    • [ ] Churn analysis (why users churn, where in lifecycle)

13. Customer and Market Traction

13.1 Revenue and Customers

  • [ ] Customer list (anonymized if under NDA, but disclose top customers by revenue %)
  • [ ] Customer case studies (3-5 strong customer stories)
  • [ ] Customer testimonials and references (VCs may call your customers)
  • [ ] Revenue breakdown:
    • [ ] By product/SKU
    • [ ] By customer segment (enterprise, SMB, self-serve)
    • [ ] By geography

13.2 Sales and Marketing

  • [ ] Sales pipeline:

    • [ ] Current pipeline value by stage (lead, qualified, proposal, closed/won)
    • [ ] Historical close rates and sales cycle length
    • [ ] Sales team size and productivity metrics (quota attainment)

  • [ ] Marketing metrics:

    • [ ] Customer Acquisition Cost (CAC) by channel
    • [ ] Lead generation by channel (organic, paid, referral, etc.)
    • [ ] Website traffic and conversion rates

  • [ ] Go-to-market strategy:

    • [ ] Target customer persona(s)
    • [ ] Sales motion (self-serve, inside sales, field sales, partner-led)
    • [ ] Customer success and support strategy

13.3 Competitive Landscape

  • [ ] Competitive analysis:

    • [ ] Top 3-5 competitors identified
    • [ ] Competitive positioning (why you win vs. competitors)
    • [ ] Competitive win/loss analysis

  • [ ] Market size:

    • [ ] Total Addressable Market (TAM)
    • [ ] Serviceable Addressable Market (SAM)
    • [ ] Serviceable Obtainable Market (SOM)

14. Data Room Setup

A data room is a secure, organized repository of all documents investors will review during due diligence.

14.1 Data Room Platform

  • [ ] Choose platform:

    • [ ] DocSend (simple, inexpensive)
    • [ ] Carta (if already using for cap table)
    • [ ] Capshare, Sharefile, Box, Dropbox Business (alternatives)

  • [ ] Access controls:

    • [ ] Password-protected
    • [ ] Track who views which documents (analytics)

14.2 Data Room Structure

Organize data room into clear folders:

  • [ ] 1. Corporate Structure

    • Certificate of Incorporation, Bylaws, Good Standing Certificate, Stock Ledger, Cap Table

  • [ ] 2. Financing History

    • SAFE/Note agreements, prior equity financing docs, cap table evolution

  • [ ] 3. Financial Information

    • Historical financials (P&L, balance sheet, cash flow), financial model, budget, 409A reports

  • [ ] 4. Board and Stockholder Materials

    • Board minutes, stockholder consents, board decks (if any)

  • [ ] 5. Intellectual Property

    • Patent/trademark certs, invention assignment agreements, OSS inventory

  • [ ] 6. Material Contracts

    • Customer contracts, vendor contracts, partnership agreements, real estate leases

  • [ ] 7. Employment and HR

    • Offer letters, PIIAs, employee census, org chart

  • [ ] 8. Compliance and Regulatory

    • Tax returns, insurance policies, business licenses, industry-specific compliance docs

  • [ ] 9. Product and Technology

    • Product roadmap, architecture docs, security audits (SOC 2, pentest)

  • [ ] 10. Marketing and Sales

    • Customer case studies, sales pipeline, marketing materials

  • [ ] 11. Litigation and Disputes

    • Litigation history, settlement agreements (or statement of "none")

  • [ ] 12. Fundraising Materials

    • Pitch deck, investor memo, financial projections, use of funds

14.3 Data Room Best Practices

  • [ ] Populate data room 2-4 weeks before investor meetings (shows preparedness)
  • [ ] Keep data room updated as diligence progresses
  • [ ] Redact sensitive information until later stages (customer names, employee salaries, etc.)
  • [ ] Create a data room index (spreadsheet listing all documents with brief descriptions)

15. Pitch Deck and Fundraising Materials

15.1 Pitch Deck

Your pitch deck is the first thing investors see. Make it count.

  • [ ] Slide structure (typical Series A deck):

    1. Cover: Company name, tagline, contact
    2. Problem: What problem are you solving? How big is the pain?
    3. Solution: Your product and how it solves the problem
    4. Product Demo/Screenshots: Show, don't just tell
    5. Traction: Revenue, users, growth metrics (the meat of Series A pitch)
    6. Market Size: TAM, SAM, SOM
    7. Business Model: How you make money
    8. Go-to-Market Strategy: How you acquire and retain customers
    9. Competitive Landscape: Why you win
    10. Team: Founders, key hires, advisors
    11. Financials: Historical and projected revenue, burn, key metrics
    12. Fundraising: Amount raising, use of funds, milestones
    13. Vision: Where you're going (future products, market expansion)

  • [ ] Deck length: 15-20 slides (for pitch meetings)

    • [ ] Create shorter 10-slide "teaser deck" for cold outreach

  • [ ] Design:

    • [ ] Professional, clean design (hire designer if needed)
    • [ ] Consistent branding (colors, fonts, logo)
    • [ ] Minimal text, strong visuals (charts, screenshots, photos)

  • [ ] Appendix:

    • [ ] Additional slides on product, team, competitive analysis, financials
    • [ ] Available for Q&A but not part of main deck

15.2 Investor Memo (Optional)

  • [ ] 1-2 page memo summarizing investment opportunity

    • Problem, solution, traction, market, team, ask

  • [ ] Useful for warm intros (easy for introducers to forward)

15.3 Financial Model

  • [ ] Excel/Google Sheets model with all assumptions transparent
  • [ ] Flexible (investors will want to adjust assumptions and see impact)

16. Investor Outreach and Meetings

16.1 Target Investor List

  • [ ] Build list of 30-50 target VCs that are good fit:

    • [ ] Stage: Series A investors (not pre-seed/seed only)
    • [ ] Sector: Focus on your industry (SaaS, fintech, healthtech, consumer, etc.)
    • [ ] Geography: Prefer local or willing to invest remotely
    • [ ] Check size: Typical Series A check $3M-$10M
    • [ ] Value-add: Look for VCs with relevant expertise, network, portfolio

  • [ ] Prioritize list:

    • [ ] Tier 1: Dream investors (10-15 firms)
    • [ ] Tier 2: Strong fit (15-20 firms)
    • [ ] Tier 3: Backup options (15-20 firms)

16.2 Outreach Strategy

  • [ ] Warm intros preferred (cold emails have <5% response rate)

    • [ ] Ask existing investors, advisors, founders for intros
    • [ ] Use LinkedIn, AngelList, Signal to find connections

  • [ ] Outreach email:

    • [ ] Short, personalized (show you researched the firm/partner)
    • [ ] Attach teaser deck
    • [ ] Propose specific meeting times

16.3 Investor Meetings

  • [ ] First meeting (30-45 min):

    • [ ] Pitch deck presentation (20-30 min)
    • [ ] Q&A (10-15 min)
    • [ ] Goal: Get to next meeting with partner or investment team

  • [ ] Follow-up:

    • [ ] Send thank-you email within 24 hours
    • [ ] Include requested materials (full deck, data room access, etc.)
    • [ ] Propose next steps

  • [ ] Partner meeting:

    • [ ] Deeper dive on product, traction, market
    • [ ] Meet multiple partners
    • [ ] Goal: Get invited to investment committee

  • [ ] Investment committee:

    • [ ] Final presentation to full partnership
    • [ ] Be prepared for tough questions
    • [ ] Goal: Get term sheet

17. Term Sheet Negotiation

17.1 Term Sheet Basics

A term sheet outlines key investment terms (non-binding except for exclusivity and confidentiality).

17.2 Key Terms to Negotiate

  • [ ] Valuation:

    • [ ] Pre-money valuation
    • [ ] Post-money valuation = pre-money + investment amount
    • [ ] Dilution %

  • [ ] Investment amount:

    • [ ] Lead investor commitment
    • [ ] Total round size

  • [ ] Liquidation preference:

    • [ ] 1x non-participating preferred (standard, fair)
    • [ ] 1x participating preferred (investor gets money back PLUS pro rata share—less favorable)
    • [ ] >1x (e.g., 2x) liquidation preference (avoid—very founder-unfriendly)

  • [ ] Board composition:

    • [ ] Number of board seats (typical: 3-5)
    • [ ] Investor board seats (typically 1-2)
    • [ ] Founder/management board seats
    • [ ] Independent board seats
    • [ ] Board observer rights

  • [ ] Voting rights and protective provisions:

    • [ ] Matters requiring investor approval (e.g., new equity issuances, sale of company, budget approval)
    • [ ] Standard protective provisions acceptable; overly broad provisions problematic

  • [ ] Anti-dilution protection:

    • [ ] Broad-based weighted average (standard, fair)
    • [ ] Narrow-based weighted average (less favorable)
    • [ ] Full ratchet (avoid—very founder-unfriendly)

  • [ ] Option pool:

    • [ ] Size of post-Series A option pool (10-15% typical)
    • [ ] Whether option pool expansion comes from pre-money or post-money (pre-money = dilutes founders)

  • [ ] Pro rata rights:

    • [ ] Investor's right to participate in future rounds to maintain ownership %

  • [ ] Drag-along rights:

    • [ ] Majority stockholders can force minority to sell in M&A (standard)

  • [ ] No-shop / Exclusivity:

    • [ ] Period during which you cannot talk to other investors (30-45 days standard)

17.3 Negotiation Tips

  • [ ] Don't accept first term sheet without negotiating (investors expect negotiation)
  • [ ] Get multiple term sheets if possible (creates leverage)
  • [ ] Focus on valuation AND terms (terms matter as much as valuation)
  • [ ] Work with experienced startup attorney to review and negotiate

18. Due Diligence Process

18.1 What to Expect

  • [ ] Duration: 30-60 days from term sheet to closing
  • [ ] Intensity: Investors will dig deep into financials, legal, product, customers
  • [ ] Diligence team: VC associates/principals, external lawyers, consultants

18.2 Due Diligence Requests

  • [ ] Grant access to data room
  • [ ] Respond to diligence questions (expect 50-200 questions via email or diligence platform)
  • [ ] Provide additional documents as requested
  • [ ] Schedule reference calls:
    • [ ] Customer references (VCs will call your top customers)
    • [ ] Executive/employee references
    • [ ] Former co-workers/bosses of founders

18.3 Managing Diligence Process

  • [ ] Designate point person (typically CEO or CFO) to coordinate responses
  • [ ] Set up weekly check-ins with lead investor to track progress
  • [ ] Be responsive (respond within 24-48 hours)
  • [ ] Be honest (disclose issues early; hiding problems kills deals)

19. Closing the Round

19.1 Legal Documentation

Your attorney and investor's attorneys will draft definitive agreements:

  • [ ] Stock Purchase Agreement (SPA): Main investment agreement
  • [ ] Amended and Restated Certificate of Incorporation: Updated charter with new Series A terms
  • [ ] Investors' Rights Agreement (IRA): Registration rights, information rights, pro rata rights
  • [ ] Voting Agreement: Board composition, voting on key matters
  • [ ] Right of First Refusal and Co-Sale Agreement (ROFR): Restrictions on stock transfers
  • [ ] Management Rights Letter: VC gets access to financial information and board observation rights (if not on board)

19.2 Board and Stockholder Approvals

  • [ ] Board approves Series A financing (unanimous consent or meeting)
  • [ ] Stockholders approve Series A financing (majority or supermajority depending on charter)
    • [ ] Approve amended charter
    • [ ] Approve stock issuance
    • [ ] Approve increase in authorized shares (if needed)

19.3 Closing Conditions

  • [ ] All diligence completed to investor's satisfaction
  • [ ] Definitive agreements executed by all parties
  • [ ] Legal opinions issued by counsel
  • [ ] Certificate of Incorporation filed with Delaware Secretary of State
  • [ ] Wire transfer received from investor

19.4 Post-Closing

  • [ ] Update cap table with new Series A investors
  • [ ] Issue stock certificates (or electronic shares via Carta/Pulley)
  • [ ] Update corporate records (stock ledger, board composition)
  • [ ] File Delaware franchise tax (due annually)
  • [ ] Announce funding (press release, social media, blog post)
  • [ ] Celebrate! 🎉

Timeline Summary

Phase Duration Key Activities
Preparation 4-8 weeks Complete this checklist, build data room, finalize pitch deck
Outreach & Meetings 8-12 weeks Reach out to 30-50 VCs, first meetings, partner meetings
Term Sheet 2-4 weeks Receive term sheets, negotiate, sign
Due Diligence 4-8 weeks Respond to diligence requests, reference calls
Closing 2-4 weeks Finalize legal docs, board/stockholder approvals, wire transfer
TOTAL 5-9 months First pitch to money in bank

Add 1-2 months buffer for delays.

Common Reasons Series A Fundraising Fails

  1. Insufficient traction: Not enough revenue, users, or growth to justify Series A
  2. Weak unit economics: High CAC, low LTV, negative gross margins
  3. Messy cap table: Too many small investors, founder equity issues, uncapped SAFEs
  4. Legal issues: IP not owned by company, employment disputes, regulatory violations
  5. Competitive concerns: Market too crowded, no clear differentiation
  6. Team issues: Co-founder conflicts, key person risk, lack of domain expertise
  7. Premature: Should have raised bridge round to hit milestones before Series A
  8. Market timing: Bad macro environment, sector out of favor with VCs
  9. Poor fundraising execution: Weak pitch, disorganized data room, slow responsiveness

This checklist helps you avoid these pitfalls.

Related Resources

From Promise Legal:

External Resources:

  • Y Combinator Series A Diligence Checklist: https://www.ycombinator.com/library/3h-series-a-diligence-checklist
  • SVB Term Sheet Guide: https://www.svb.com/startup-insights/vc-relations/venture-capital-term-sheets/
  • NVCA Model Legal Documents: https://nvca.org/model-legal-documents/
  • Kruze Consulting VC Due Diligence Checklist: https://kruzeconsulting.com/venture-capital-finance-tax-hr-due-diligence-checklist/

Get Legal Help

Need help preparing for Series A fundraising?

Promise Legal helps startups with:

  • Series A legal document review and negotiation
  • Cap table cleanup and restructuring
  • 409A valuation coordination
  • IP assignment and cleanup
  • Employment agreements and equity grants
  • Data room preparation
  • Term sheet negotiation support
  • Definitive agreement drafting and closing

Schedule a consultation or email us at [email protected].

Disclaimer: This checklist is provided for informational purposes only and does not constitute legal, financial, or investment advice. Venture capital fundraising involves complex legal, financial, and business considerations. You should consult with qualified legal counsel, financial advisors, and tax professionals before pursuing Series A fundraising. Every fundraising situation is unique. Promise Legal assumes no liability for any damages arising from use of this checklist.

Last Updated: September 30, 2025

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