Harper James advises start-ups and scale-ups on funding rounds under the laws of England and Wales, including the corporate, commercial and regulatory work behind investor due diligence. A well-organised data room gives investors confidence, reduces repeated queries and helps the board keep control of timing and negotiation.
Start with the documents that establish who owns the company and how it operates:
Investors will reconcile the cap table against the legal records. Resolve missing allotment filings, inconsistent names, unsigned documents and unrecorded promises before the round. A practical funding due diligence resource can help founders organise the review in a logical sequence.
Create a schedule of material contracts, with copies and renewal dates. Include key customer and supplier agreements, SaaS agreements, licences, distribution arrangements, property documents, loans and contracts containing change-of-control restrictions. Check that important intellectual property is owned by the company, not by a founder, contractor or former employee. Review trade mark registrations, software ownership, domain names and third-party open-source usage.
Employment records also receive close attention. Prepare employment contracts, consultancy agreements, confidentiality and IP assignment terms, settlement agreements, disputes, incentive arrangements and pension information. Investors increasingly examine how the business uses personal data, automated tools and third-party platforms, so include UK GDPR records, data processing agreements, data protection impact assessments and material cyber incidents.
Identify every licence, consent and sector-specific obligation relevant to the business. Check tax filings, VAT, PAYE, R&D relief claims, grants and any correspondence with HMRC or regulators. Record complaints, disputes, threatened claims and breaches of contract in a clear disclosure schedule. Do not conceal a problem by leaving it out. A properly drafted disclosure letter gives the investor a factual account and lets the parties price or manage known risks through warranties, indemnities or conditions to completion.
Finish with a responsibility matrix: one owner for each document, a deadline, the current status and the issue requiring a decision. The legal team can then report material gaps, prepare the investment agreement and shareholder resolutions, and keep the board focused on the points that affect valuation, control, liability and completion.