Documents Investors Ask For Before You Raise Your First Round

A Lagos founder got a verbal yes from an investor on a Monday. By Friday, she was digging through old email threads for a certificate she couldn’t find, trying to remember who had signed what with her first developer, and explaining why her cap table didn’t match the numbers in her pitch deck. Five weeks later the investor was still interested, just noticeably less excited. Nothing in her business had changed. The only thing that had changed was how organized it looked.

That’s the part of fundraising nobody warns you about. The pitch is the glamorous bit, and most deals don’t die there. They slow down, shrink, or quietly fall apart later, during due diligence, when the investor starts asking for paperwork and the founder realizes half of it doesn’t exist yet.

This guide walks through every document investors typically ask for before a first round, in the order you’ll actually need them. By the end, you’ll know what to have ready, why each piece matters, and how to hand it all over without a scramble.

First, what is due diligence, really?

Due diligence is the investor’s background check on your company. Before they wire money, they want proof that what you told them in the pitch is true, and they want to find any surprises now rather than six months after they’ve invested.

How deep that check goes depends on the stage. At pre-seed, it’s usually light: a quick look at your incorporation, your team, and whether your story holds together. At seed, it takes a few weeks and covers legal basics, early financials, and your product. By Series A, it’s a serious, detailed review of legal, financial, and IP records.

Here’s the useful part. Investors at every stage are really asking the same thing, which is whether this company is organized enough to be trusted with their money. Founders who can answer that question quickly tend to close faster, and founders who can’t tend to lose momentum, even when the business itself is strong.

With that in mind, here’s what to put together, starting with what you need before you ever send a deck.

Before you pitch: the four basics

These aren’t legal documents, but investors expect them before anything else, and they set the tone for everything that follows.

A pitch deck. This is your story in about ten to fifteen slides: the problem, your solution, your market, your traction, and what you’re asking for.

A one-page summary. Investors read dozens of decks a week. A single page they can forward to a partner is often what actually gets passed around.

A financial model. A simple spreadsheet showing your revenue so far, your costs, and your projections, with the assumptions written out so someone else can follow them.

A current cap table. This one’s technically a legal document, and it matters more than the other three. It’s a list of who owns what percentage of your company. Investors will check it against everything else you’ve shown them, so it needs to be accurate and match your other documents exactly.

One quiet rule worth following from the very start: every document you share should tell the same story. If your deck says one thing about your ownership and your cap table says another, investors won’t assume it’s a typo. They’ll assume you’re careless, or worse, hiding something.

Once those four are solid, investors move to the question that sits underneath everything: is this a real, properly set up company?

The legal foundation investors check first

Expect to be asked for the documents that prove your company legally exists and that ownership is clear. These are the same ones covered in our legal documents every startup needs checklist, and this is the moment they stop being optional.

• Certificate of incorporation, proving the company is registered
• Memorandum and Articles of Association (or your jurisdiction’s equivalent), setting out how the company is run
• Founders’ agreement and shareholders’ agreement, showing who owns what and how disagreements get resolved
• Share certificates or equivalent proof of ownership for every shareholder
• Board resolutions and meeting minutes, showing that major decisions were actually made and recorded properly

The thing investors look for here is consistency. Do the shares in your cap table match the shares issued in your records? Did everyone who’s supposed to own part of the company actually sign something? Gaps here are easy to fix early and painful to fix mid-deal.

For many African founders, there’s also a bigger question sitting right behind these documents: where is your company incorporated?

Where you incorporate matters: the Delaware question

If you’re building in Nigeria and hoping to raise from US investors, you’ll hear the word “Delaware” very quickly. Most US venture investors prefer to invest in a Delaware C-Corporation, because it’s a structure they know, their lawyers know, and their legal templates are built around. A Nigerian company on its own often creates extra friction for them.

That’s why so many African startups use what’s called a Delaware flip. In plain terms, you set up a new Delaware company, and your existing Nigerian company becomes its subsidiary. Investors put money into the Delaware parent, while your team keeps operating in Nigeria through the local company. If you haven’t incorporated in the US yet, our US incorporation checklist for African founders walks through the documents you’ll need to set up that parent company.

A flip involves a handful of its own documents: the Delaware company’s incorporation papers, an agreement to exchange the shares in your Nigerian company for shares in the new parent, and board approvals on both sides.

One thing deserves real attention before you move. Nigeria’s recent tax reforms mean the share exchange in a flip can create a tax bill, because the tax authority may now treat it as a taxable disposal at market value. That makes a flip a real financial decision rather than routine paperwork. Get tax advice before you do it, ideally before you’ve signed anything with an investor who is expecting you to flip as a condition of the deal.

Whether you flip or not, the next question is what, exactly, the investor is buying.

The investment documents: SAFE, convertible note, or term sheet

This is the part that confuses first-time founders most, so here it is in plain English.

A SAFE (Simple Agreement for Future Equity) is a short agreement where an investor gives you money now and gets shares later, usually when you raise a bigger, priced round. It was created by Y Combinator and is common at pre-seed because it lets you raise without arguing over what your company is worth yet. Across Africa, a large share of early deals use SAFEs or convertible notes.

A convertible note works similarly, but it’s technically a loan that turns into shares later. Unlike a SAFE, it usually has an interest rate and a maturity date, and if the note matures before a funding round happens, the investor can ask for repayment. That’s the detail founders most often overlook.

A term sheet is used in a priced equity round, usually seed or later. It’s a short document setting out the main terms before the full legal agreements are drafted: how much the investor is putting in, what valuation you’ve agreed on (before and after their money goes in), and what rights the investor gets, such as a board seat.

Whichever you use, understand dilution before you sign. Every SAFE or note you issue will eventually convert into shares, and stacking several of them before a priced round can take a bigger bite out of your ownership than most founders expect. Model it out in a spreadsheet first, not after the money is spent.

After the investment terms, investors turn to what the company actually owns.

IP and contracts: proving the company owns what it built

For most startups, the product and the brand are the main assets, so investors check that the company legally owns them. This is where the paperwork from our contracts post earns its keep.

• IP assignment agreements from founders, employees, and contractors, confirming that what they built belongs to the company
• Employment and contractor agreements with clear IP and confidentiality terms
• Trademark registrations for your name and logo in every market you operate in (our trademark checklist explains how this works across African markets)
• Customer and vendor contracts, especially anything involving exclusivity or recurring payments

The classic red flag is a product built by a freelancer with no written agreement. If an investor finds that the code or the brand might legally belong to someone else, it can stop a deal outright, because it means they’d be paying for something the company doesn’t fully own.

Then there’s the money side, which tells investors how the business actually runs.

Financial and compliance records

Investors want to see that your numbers are real and your obligations are up to date.

• Financial statements, even simple ones, covering your history so far
• Bank statements that line up with those financials
• Tax filings and registrations, since tax compliance is a deal-breaker for many institutional investors
• Annual returns filed with your registry (CAC in Nigeria, for example), showing the company has stayed in good standing
• Payroll and statutory deduction records, if you have employees

An unfiled annual return or an unpaid tax bill is easy to fix before a raise and surprisingly awkward to explain during one.

Team and traction

Last, investors back people and progress, so expect to share a list of your team and their roles, any key employment terms, and evidence of traction. That might be customer contracts, revenue records, user numbers, or signed letters of intent. A useful tip here: show progress, not just activity. A folder full of busy-looking documents is less convincing than a few clean ones that prove customers are paying you.

Putting it all in a data room

A data room is simply an organized online folder where you keep everything an investor might ask for. Instead of emailing documents one at a time as requests come in, you give the investor access to one tidy place. It signals that you’re prepared, and it saves everyone weeks.

You don’t need special software. A shared drive with a clear folder structure works fine at early stages:

1. Corporate documents (incorporation, Articles, board records)
2. Cap table and equity (shareholder agreements, share certificates)
3. Fundraising documents (SAFEs, notes, term sheets)
4. IP (assignments, trademarks)
5. Contracts (employees, contractors, customers, vendors)
6. Financials (statements, model, bank records)
7. Tax and compliance (filings, annual returns)
8. Team (org chart, key hires)

Keep each folder current, name files clearly, and share only what’s relevant to the stage you’re at.

What you need at each stage

The mistakes that slow deals down

A few patterns come up again and again:

• Starting after the term sheet. The best time to organize your documents is before anyone asks for them. Scrambling mid-deal costs you time and, more importantly, momentum.
• Documents that contradict each other. A cap table that doesn’t match your share records, or a deck that doesn’t match your financials, makes investors question everything else.
• Missing IP assignments. Especially for the first developer or designer. Fix it with a signed agreement before you raise, not during.
• Overstating the round. Announcing a huge target when your first cheque is far smaller makes it harder to build momentum. Start from the commitment you actually have.
• Ignoring compliance. Overdue annual returns and unfiled taxes are some of the easiest things for an investor to spot and some of the most avoidable.

Where to start

If you’re planning to raise in the next six months, start now with the legal foundation: confirm your incorporation, get your cap table accurate, and make sure every person who built something for the company has signed an agreement saying it belongs to the company. Everything else is easier once those are in place.

If you’d like someone to look over your document trail before an investor does, you can book a free 30-minute consultation.

Frequently asked questions

What documents do investors ask for before investing? Typically your certificate of incorporation, Articles of Association, cap table, shareholder and founders’ agreements, IP assignments, key contracts, financial statements, and tax filings, plus your pitch deck and financial model. The depth depends on the stage.

Do I need to incorporate in Delaware to raise from US investors? Not always, but most US venture investors prefer a Delaware C-Corp, and many will ask you to set one up as a condition of investing. Some African and local investors will invest in a Nigerian company directly.

What’s the difference between a SAFE and a term sheet? A SAFE is a short agreement where an investor funds you now for shares later, without setting a valuation today. A term sheet outlines the terms of a priced equity round, including valuation and investor rights, before the full legal agreements are drafted.

How long does due diligence take? Usually a week or two at pre-seed, a few weeks at seed, and longer at Series A. Having your documents organized in advance is the single biggest thing that shortens it.

What is a data room? An organized online folder containing every document an investor might want to review. It keeps the process fast and shows you’re prepared.

Do I need a lawyer to raise a first round? You can start from standard templates for simple instruments, but anything involving valuation, investor rights, or a company restructure is worth having reviewed by someone who knows the rules in your jurisdiction.