Venture Capital Due Diligence Checklist

Six workstreams, one investment decision

A checklist creates consistency, but it should not turn diligence into a box-ticking exercise. Adjust the depth to the company’s stage, sector, check size, and the risks that could genuinely change your decision.

Company and financing

Establish what is being financed and on which terms.

Corporate structure, jurisdictions, and material subsidiaries
Current financing terms, valuation, and use of proceeds
Historical financing rounds and investor rights
Board composition, reserved matters, and governance
Material commitments or conditions before closing

Market and product

Test the size, urgency, and defensibility of the opportunity.

Target customer and the problem being solved
Market sizing assumptions and supporting sources
Competitive alternatives and differentiation
Product roadmap, adoption, and implementation requirements
Technology, intellectual property, and technical dependencies

Commercial traction

Reconcile the growth story with customer-level evidence.

Revenue composition, growth, retention, and churn
Customer concentration and contract duration
Sales pipeline quality and conversion assumptions
Pricing, discounting, and gross-margin drivers
Reference calls and material customer dependencies

Financial model

Understand the assumptions behind cash needs and outcomes.

Historical P&L, balance sheet, and cash flow
Revenue build and operating assumptions
Burn, runway, and timing of the next financing
Unit economics and margin development
Base, upside, and downside scenarios

Cap table and ownership

Confirm the economic and control implications of the round.

Fully diluted ownership by holder and security
Option pool, grants, and outstanding commitments
SAFEs, notes, warrants, and conversion terms
Pro forma dilution under the proposed financing
Founder vesting and material investor rights

Legal, people, and risk

Surface issues that could change the investment decision or terms.

Founder employment, incentives, and key-person risk
Material contracts, disputes, and liabilities
Regulatory, privacy, security, and compliance exposure
Intellectual-property ownership and assignments
Open diligence questions, mitigants, and closing actions

Turn the checklist into an evidence trail

Run the review across the complete data room.

Mentis helps analysts investigate these questions, keep the source attached, and carry validated findings into the investment memo.

Explore data room analysis