Key points
- Series A diligence questions fall into five groups: team, market and product, traction and unit economics, legal and cap table, and finance.
- Most questions are predictable. Founders who map each one to a document before the first partner meeting cut weeks off the process.
- Expect the hardest questions on retention, gross margin, burn and how the round extends runway to the next milestone.
- Legal questions are less exciting but slower: IP assignment, option grants, prior SAFEs and board consents trip up more rounds than metrics do.
- Answer in writing inside the data room so every investor gets the same answer and you keep a record.
Series A due diligence questions are the written and verbal questions a lead investor works through between the first partner meeting and the signed term sheet, and again in confirmatory diligence before closing. They test whether the story in the deck holds up against the numbers, the contracts and the people.
The good news: the questions are not a secret. Partners at different funds phrase them differently, but they are checking the same twenty or thirty things. This guide lists them, explains what the investor is really testing, and names the file that should already be sitting in your data room.
How Series A diligence differs from seed
At seed, an investor is mostly buying the team and the idea. At Series A the fund is writing a larger cheque, often taking a board seat, and needs evidence that something repeatable is working. That changes the depth of the questions.
| Area | Typical seed question | Typical Series A question |
|---|---|---|
| Traction | Do people want this? | Is growth repeatable, and what does each new customer cost? |
| Revenue | Any revenue yet? | Monthly recurring revenue by cohort, churn and expansion |
| Team | Can these founders build it? | Who are the next five hires and can you recruit them? |
| Legal | Is the company set up cleanly? | Is every share, option, SAFE and IP right documented? |
| Finance | How long does the money last? | How does this round fund the milestones for Series B? |
| Market | Is the market big? | Who are you winning against, and why do you lose deals? |
Series A diligence at a glance
Team questions
Investors want to know who does the work and whether the team can scale. Expect these:
- Who owns each function today, and who are the next hires? Answer with an org chart and a hiring plan that ties headcount to the budget.
- How do the founders split decisions and equity? The cap table and any founder vesting agreements answer this; be ready to explain any uneven split.
- Has anyone left, and why? Departures are normal. Unexplained ones, or a co-founder who left with unvested shares still on the books, raise questions.
- Are key people on standard employment agreements with IP assignment? This crosses into legal diligence, covered below.
Market and product questions
These test whether the market is real and whether you are winning in it.
- Who buys, who uses and who pays? Show a short customer profile and three or four named reference customers who agree to take a call.
- Why do you win, and why do you lose? A win/loss log from your CRM is more convincing than a competitor grid in the deck.
- What does the product roadmap look like for the next 18 months? Tie it to the use of funds.
- How large is the segment you can actually sell to now? Investors trust a bottom-up count (number of target accounts times realistic contract value) more than a top-down market report.
Traction and unit economics questions
This is where most of the partner time goes. The numbers should come from one source of truth and reconcile with the financial statements.
| Question | What they are testing | Document that answers it |
|---|---|---|
| What is MRR or ARR today, and how has it grown monthly? | Growth rate and consistency | Monthly revenue schedule from the accounting system |
| What are gross and net revenue retention by cohort? | Whether customers stay and expand | Cohort table, one row per signup month |
| What does it cost to acquire a customer, and how long to earn it back? | Efficiency of growth | CAC and payback workbook with the inputs shown |
| What is gross margin, and what is in cost of revenue? | Whether the business scales | P&L with a cost of revenue breakdown |
| What is the pipeline, and what converts? | Next two quarters of revenue | CRM export with stages and historical conversion |
| How concentrated is revenue? | Risk of losing one large customer | Top 10 customers as a share of revenue |
Our SaaS metrics guide explains how to define each of these so the investor’s analyst can recompute them from your raw data.
Use fully loaded acquisition cost: sales and marketing salaries, tools and paid spend, divided by new customers in the same period.
Legal and cap table questions
Legal diligence usually runs in parallel through the investor’s counsel. The questions are dull, specific and often slow to answer if the paperwork is missing.
- Is the cap table fully reconciled to signed stock purchase agreements, option grants, SAFEs and notes?
- Did every founder, employee and contractor sign an invention assignment agreement?
- Were all option grants approved by the board, with a 409A valuation in place at the grant date?
- Are there any side letters, pro rata promises or MFN rights from earlier rounds?
- Are there any pending or threatened claims, from customers, former employees or anyone else?
- Do your material customer contracts have change of control or assignment clauses?
- Is the company in good standing in its state of incorporation and everywhere it is registered to do business?
If any answer is “not sure”, fix it before the round, not during it. The cap table cleanup guide walks through the common fixes, from missing board consents to unconverted notes.
Finance questions
| Question | Good answer | Weak answer |
|---|---|---|
| What is monthly burn, and what drives it? | Burn by function, reconciled to bank statements | One blended number with no breakdown |
| How many months of runway after this round? | A model showing runway under base and slow-growth cases | ”About 24 months” with no model |
| What milestones does this round fund? | Revenue, product and hiring targets that set up Series B | A list of hires with no link to revenue |
| Are the books reviewed or audited? | Monthly close, accountant-reviewed statements | Spreadsheet bookkeeping, no close process |
| Any debt, liens or unusual liabilities? | Schedule of debt and covenants | Discovered by the investor’s counsel |
Set the runway target to the milestones you can show at Series B, usually 18 to 24 months.
How to organize the answers
The fastest way to handle the questions is to build the data room around them. A lead investor’s associate will often send a request list in a spreadsheet; if your folders already match the five groups, most rows can be answered with a file link.
- List the questionsCopy the questions in this guide into a sheet and add any your sector adds, such as regulatory approvals in health or licences in fintech.
- Map each to a fileNext to each question, write the file that answers it. Blank cells are your to-do list.
- Reconcile the numbersMake sure the revenue in your metrics workbook matches the revenue in the P&L, month by month.
- Fix the legal gapsChase missing IP assignments, board consents and SAFE documents with your lawyer before the first meeting.
- Load the data roomOrganize folders by question group, set view-only access on sensitive files and turn on the activity log.
- Answer in writingPut every answer in the Q&A log so the lead, co-investors and counsel all work from the same text.
Which questions need the most preparation
Not every question carries the same weight. Retention and gross margin decide whether the fund believes the growth is real; the cap table and IP decide whether the round can close at all. Spend preparation time in that order: metrics first, legal second, everything else third.
If you are still choosing where to host all of this, our ranking of the best data rooms for investors compares the platforms on investor access control, Q&A workflow and cost.
How long does Series A due diligence take?
Usually two to six weeks from the first partner meeting to a signed term sheet, then another two to four weeks of confirmatory legal diligence before closing. A prepared data room shortens both.
Do investors send a written list of due diligence questions?
Many do, as a spreadsheet request list from an associate or from counsel. Others ask in meetings. Either way, answer in writing in the data room so there is one record.
What is the most common Series A diligence problem?
Paperwork gaps on the cap table and IP: option grants without board approval, missing invention assignments and SAFEs that were never fully signed. These are slow to fix once a round is live.
Should I share customer names during diligence?
Share reference customers who have agreed to take calls. Keep full customer lists and pricing in a restricted folder for the lead investor after a term sheet.
Do co-investors ask the same questions as the lead?
Usually fewer. Co-investors often rely on the lead's diligence and ask a short list of their own questions, so give them read access to the Q&A log.
What if a metric looks bad?
Explain it before the investor finds it. A short written note next to the cohort table explaining a churn spike is far better than a surprise in a partner meeting.
