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What to include in a Dataroom

finance leadership founders fundraise Feb 06, 2023

I don’t know about you, but now in early 2023, I’m not preparing for as many big fundraising rounds as I was this time last year.

However, I’m still preparing for top-up rounds and discussing fundraise plans with founders / CEOs that will kick in again in the second half of this year / early 2024.

I thought I would put together a list of typical things to include in a Dataroom, if you are preparing for a fundraise (or debt raise!) and if you have any great suggestions that I haven’t included in this list, please do let me know!!  

To back up slightly, if you have never prepared for a fundraise before, a dataroom is a collection of documents that potential investors /venture capitalists/lenders will have access to when they’re considering investing in the company or providing debt.

I would highly recommend preparing these well in advance to going to market, so that you look organised and it also gives you time to prepare anything that you currently don’t have.

It’s also useful understanding the list of requirements, as you can prepare for these many months in advanced and ensure that you have a good filing system and everything is accessible.

As far as preparing a dataroom goes, there is quite a few software options out there that you can pay for to store your documentation. But to be honest, I generally use Google Drive. It’s free and it’s easy. I’ve yet to find a software that is better than this.

I would also suggest having a subset of the dataroom. One that has a minimal amount of information (like a Pitch Deck and basic financials) for initial discussions with investors and then the whole lot for investors who are further down the discussion route and are looking more serious. This is worth discussing with your founder/CEO and deciding what is best for the business and your process.

So, before going to market to fundraise from investors / venture capitalists (VCs), a CEO and CFO/FD will typically need to have the following items ready in their data room:

1. Financial statements including balance sheets, income statements, and cash flow statements, for the past few years. Ideally you would include the prior year’s full financial statements (for all companies) as well as the latest Management accounts (consolidated if relevant). They should be easy to follow and easy to read.

2. Forecasted Business Plan that outlines the company's goals, strategies, and projections for the future. Ideally, the business plan / forecast should outline the next 5 years. It should include the 3 financial statements again and KPIs – in particular the Customer base and the marketing funnel, partnerships and any other relevant metrics that show the business is growing and its potential. It can include information on the company's products or services, target market, competitive landscape if they aren’t already included in the Pitch/Commercial Deck.

3. Pitch/Commercial Deck is a visual presentation that summarizes the company's business plan and is used to present the company to potential investors. It should include information about the company's products or services, target market, competitive landscape, financial projections, and management team.

4. Cap Table is a record of the company's equity ownership, including the names of all shareholders, the number of shares they own, and the value of their shares. It should also include information about any outstanding options or warrants.

5. Market Research and industry data that supports their business plan and financial projections. This research should demonstrate that the company's products or services have a viable market and that the company is well-positioned to compete in that market.

6. Legal and Compliance Documents, including incorporation papers, stock option plans, and any agreements that the company has with suppliers, customers, or partners. This includes contracts such as Rental agreements, long term commercial agreements, Customer T&Cs etc.

7. Intellectual Property, if relevant. Any patents or grants, the company’s IP strategy, Software licence details and domain names

8. Executive Team's Bio of the key members of the management team, including their qualifications, experience, and track record. This can be 1-2 paragraphs per team member.

9. Bank statements that prove the cash total in the Balance Sheet.

10. Employee information. Here you need to be careful due to GDPR or any other relevant data protection legislation that is relevant to you – so generally I provide a list of titles and start dates. In preparation, I would ensure that there is a signed employee agreement with every single employee and a signed contract with all contractors. You will need to provide these during a Due Diligence.

By having these items ready in their data room, you can demonstrate to potential investors that the company is well-prepared, well-managed, and has a solid plan for growth and success. This will increase the chances of the company being able to raise the desired funding from Investors.

  1. Links:

      1. Get your FREE Guide: Stepping into the role of Finance Director or CFO
      2. Register for the mini-course, Upgrade your Management Accounts and get noticed by the business 
      3. Work with me in the Financial Leadership Foundations course  that includes monthly Q&A sessions where we can discuss all of your questions and how to apply your learnings to your current role. 
      4. Work with me as a Founder needing guidance and support from experienced Finance leaders. 

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