Venture Capital Due Diligence: Cracking The Code in 2024
May 16, 2024
Adam Wakefield

A man writing at a table

Venture capital due diligence is the maze that separates funding dreams from reality. Startups stand a much greater chance of succeeding with venture capital backing than other types of financial support. VC investors provide more than just financing, injecting expertise and technical support to improve the startup’s ability to survive. 

With so much at stake, founders often have to deal with many anxieties and frustrations, all while vying to make a lasting impression on VC investors. Do investors see what makes your venture extraordinary? Or are they lost in a sea of information? Turn the maze of VC due diligence into an express lane to entrepreneurial victory with the insights, checklist, and other resources in our guide.

Let’s dig in.

What is venture capital due diligence? 

Simply put, venture capital due diligence is the process where investors scrutinise various aspects of a startup to see if it’s worth their investment. To the meticulous founder, adequate preparation for venture capital due diligence is the golden ticket to securing successful funding rounds. 

Why VC due diligence is all important

Only a handful of startups ever acquire VC funding, and most of them succeed. Venture capital due diligence helps you build a robust investment pipeline where adequate funding is always within your reach.

Here’s more on why it’s crucial to your financial planning:

A convincing first impression

A robust due diligence process ensures you make a lasting impression on your investors. You cover all the grounds and give investors all the information they need to decide in your favour.

Bolstering investor confidence

Because trust is the currency of successful partnerships, a well-organised due diligence process makes investors more likely to jump on board.

Streamlining the funding process

The venture capital due diligence process minimises ambiguities and misrepresentations that could confound fundraising. 

Securing many successful funding rounds

By thoroughly proving your startup’s potential for growth and innovation, you can crack the code of fundraising, securing many successive rounds of funding.

How VC due diligence works

Now, there's no one-size-fits-all approach to VC due diligence, but you'll likely come across certain recurrent themes:

  • The screening: Investors take a peek before delving deep into your proposal. Nail your first impression with your pitch deck and initial documents.       
  • The business check: The plot thickens as investors dig deeper into your venture's narrative. Anticipate questions, highlight your strengths, and address potential concerns. 
  • The legal business check: Investors want to see everything is aligned with the books. Conduct preemptive checks to ensure total legal compliance.

Now, how long does VC due diligence take? Investors can dedicate a solid 20 hours or more to each potential investment.  Venture capital due diligence is the process investors use to scrutinise startups. To founders, it’s an opportunity to create a convincing first impression, streamline their funding process, and set the stage for securing multiple funding rounds.  It takes meticulous preparation to take centre stage in the funding race.

Ready for the marathon? Let's lace up and dive into the intricacies.

Key areas of venture capital due diligence 

Areas where VCs carry out due diligence on startups.

Depending on the situation, investors may focus on particular aspects of your startup. Here are the key areas:

Founder/management team  

Investors are talent scouts. They believe a business idea can only be as good as the people behind it. The main focus here is usually:

  • Domain experience, 
  • Industry track record, 
  • Management experience, 
  • And overall experience.

Use your pitch to highlight key achievements, showcase successful projects, and underline how your team's collective experience positions your venture for success.

Market and commercial diligence  

Investors also need to understand the market environment they're going into. To-do’s for this include analysing the demand, identifying market gaps, and presenting a marketing strategy that sets your venture apart.

Product due diligence

To a venture capitalist, a perfect product-market fit is a non-negotiable requirement for investment. Use metrics to demonstrate the tangible value of your product, whether it’s cost savings, efficiency, or user acquisition. 

Business model

What processes drive innovation, growth, sustainability, and profitability in your business? Investors also peek into corporate structure and governance models. They want a framework that ensures accountability, transparency, and effective decision-making.

They're also likely to look into your remuneration packages to ensure you can attract and retain top-tier talent. In addition to wages, remuneration options like stock options, benefits, and pension contributions make for a stable and dedicated workforce.

Technical due diligence  

If your business relies on technology of any sort, investors want assurance of the technological robustness of your operations. That could include your technological stack, coding quality, scalability, and data security measures. 

Investors want to see that your business model aligns with your current technical capabilities. They go beyond the bells and whistles of your operational environment, closely examining your on-premises hardware, production machinery, etc.


Investors love to see a well-balanced revenue composition – efficient cost structures, steady cash flow, and healthy profit margins. They also make risk assessments, examining how you combine fiscal discipline with backup plans to prevent financial dissonance.


Legal due diligence is a safeguard that ensures your venture operates within legal parameters. Contracts should be comprehensive, clear, and protective to lay a strong foundation for trust and commitment. You should also properly protect your intellectual property, including trademarks.          

Take a proactive approach towards monitoring legal compliance, with a firm grip on trends in the regulatory landscape. When scrutinising your startup, investors will likely weigh you in certain areas. Focusing on these key areas significantly increases your chances of succeeding with due diligence in venture capital.  

Navigating the stages of venture capital due diligence

We talked briefly about the processes involved in due diligence. We’ll now delve deeper into the importance, requirements, and tips for each stage.

Stage 1: Screening

Your typical investor will have a pre-existing list of investment criteria, and their first move is to examine your prospects of meeting those criteria. You must showcase immediate potential with a compelling value proposition and bullet-proof market analysis.

Stage 2: Business check

At this stage, investors dissect your operational model to assess the clarity, viability, and innovation embedded in your business approach.  To deal with this, you need high levels of clarity and concreteness in all your analyses, from your revenue model to your technology framework, marketing strategy, and corporate governance report.

Stage 3: Legal business check  

Here's a quick checklist of the documents you might need here:

  • Corporate documents - Articles of incorporation, bylaws, shareholder agreements, etc.
  • Contracts and agreements - client contracts, vendor agreements, and employment contracts.
  • Compliance documentation - tax returns, regulatory filings, licences, permits, and insurance policies
  • Intellectual property: trademark registrations, patent filings, copyright registrations, etc.

Stage 4: Management evaluation and reputation check

Investors want proof that the proficiency of the business management team goes beyond what’s on paper. Investors often check for individual profiles, roles, responsibilities, the team’s alignment with the strategic vision, and communication/collaboration frameworks.  To prepare for this, you must gather case studies, references and endorsements, a strong digital footprint, and proof of thought leadership. 

Venture capital due diligence occurs at successive stages, each focusing on specific areas of your business. Create a powerful pitch deck to drive interest early on. Provide high clarity levels in your documents, make them readily available, and showcase your leadership footprints.

A checklist of 6 steps to prepare for venture capital due diligence

We’ve touched on quite a lot, and it's okay to be overwhelmed. However, we’ve compiled this quick checklist to simplify your preparation for VC due diligence.

1. Prepare a detailed business plan:  

A well-structured and persuasive business plan guides investors through the envisioned journey of your venture. 

For this, you need to:

  • Define your unique selling points, 
  • Analyse your SWOT,
  • Craft a marketing strategy,
  • Outline growth plans, 
  • And identify KPIs and milestones 

Substantiate your narrative with robust and well-researched data. Consider graphics, charts, and visual aids that make complex information more digestible. 

2. Ready your pitch deck:  

A pitch deck is a series of slides that provide a concise overview of your startup to potential investors. From the opening deck to the conclusion, each slide needs to add a new layer that further communicates what sets your venture apart. 

Infuse storytelling and use visuals, infographics, and charts to articulate the growth trajectory and market potential. But keep it simple, concise, and accessible to a diverse audience.

3. Compile comprehensive documentation:  

Anticipate your investors’ needs and provide all relevant documents they need for thorough due diligence.  Organise all necessary financial, legal, and operational documents in folders or digital repositories to allow for easy access for both you and potential investors.

4. Review your Startup’s vitals 

This stage requires a meticulous appraisal of your venture's corporate structure, governance practices, financial health, legal standing, and intellectual property landscape.

5. Build a responsive due diligence team:  

You need a team capable of responding quickly and comprehensively to due diligence inquiries. This may include experts from finance, legal, operations, and other relevant areas.  Build a streamlined process for handling due diligence inquiries, covering everything from reliable communication channels to protocols for document retrieval.

6. Focus on Investor Relations:  

Finally, as due diligence gets underway, treat your potential investors as long-term partners. Cultivate vibrant communication and actively seek their feedback. Address challenges and setbacks with honesty, emphasising your commitment to continuous improvement.

In summation, to ace due diligence for venture capital, you must define your selling points, growth strategy, and KPIs. Create concise slides infused with captivating storytelling and visuals. Organise your papers, and put your house in order by reviewing your vitals. Set up a dedicated due diligence team and cultivate vibrant communication. 

Tips to excel in venture capital due diligence

Two colleagues at a table deliberating on a contract.

Need more firepower to conquer your VC due diligence? Here are more expert-vetted tips to help you sail through:   

1. Comprehensive Q&A mastery

You might never know what angle your investors will take when they drill you. But prioritise and organise your prep questions based on what you think will be most relevant to each client.        

Pro tip: You’ll find a list of common venture capital due diligence questions below for a head start.

2. Organisational brilliance

Create a modular information hub for due diligence. Ideally, it should be a secured cloud-based platform where investors can access categorised information easily.

3. Trust building strategies

One great trust-building strategy to consider is proving your ability to adapt and learn quickly. To persuade investors about your capacity to scale potential challenges, discuss some relevant past challenges and how you overcame them.

4. Strategic risk mitigation

Don’t just tell investors your investors about your strategic risk mitigation plan; show them exactly how you’re doing it. Introduce them to the people behind the wheel, the risk-planning processes, etc. 

6. Nurturing alliances

Build up a network of alliances – suppliers, partners, mentors, and people who can collaborate with you to strengthen your due diligence performance. 

Certain tips can help you fast-track your way to success in VC due diligence. Tailor your Q&A prep questions to the peculiarities of each investor. Create a cloud-based info hub for all your documents. Sharing your past challenges portrays strength of character and builds trust. You also need all the alliances you can get to help improve your odds.

Common questions to expect from investors during due diligence 

If you closely follow the space, certain questions often pop up in the VC due diligence process.

A few of them include:

What pressing problem do you intend to solve?

A properly defined problem statement shows your startup’s direction. You must articulate the clear value you create by solving a particular problem and differentiating factors that make your brand unique.  

What customer-centric and innovative solution are you proposing? 

This one addresses your product-market fit, gauging how well your solutions align with market trends. Clearly articulating your unique selling points is crucial here.

What sets your product or service apart from competitors? 

You must prove that you’ve identified and filled a gap, establishing distinguishing factors that attract and retain customers.

How do you address economic, political, and regulatory risks? 

Provide insights into the level of exposure and the measures in place to navigate these potential challenges.

What's your plan for expansion and growth? 

Share insights on traction, additional features, geographical expansion, and scalability to demonstrate your venture's scaling potential. 

To recap, some common types of questions to prioritise in your q&a preparation include those about the value of your brand in your customer’s daily lives, your knowledge of market trends, factors that’ll help you attract and retain customers, your scaling and growth plans, measures for navigating potential risks.

Common venture capital due diligence pitfalls and how to steer clear

To tie up any loose ends, we’ll look into common pitfalls of VC due diligence that have ensnared many founders and how to steer clear of them.

1. Data disarray

Disorganised or conflicting data can lead to misunderstandings, erode investor confidence, and hinder decision-making. Establish a unified source of truth where authorised parties can access accurate, up-to-the-minute documents.

2. Neglecting a thorough investor check  

Failing to conduct a comprehensive background check on potential investors can misalign values and goals, leading to conflicts during the investment journey.   

3. Registering IPs under a founder's name    

This intellectual property misstep creates ownership ambiguities and complicates future business transactions.

4. Skipping IP transfer agreements with freelancers  

Establish clear agreements with freelancers to address intellectual property rights and prevent future conflicts.

5. Neglecting proper tax reporting  

Inadequate or inaccurate tax reporting can trigger concerns during due diligence. Seek professional assistance to prevent potential setbacks in this area.

6. Regulatory blind spots 

Thoroughly research regulations and seek expert advice, especially when expanding to new locations. These seemingly innocent things often take founders off track during VC due diligence. Avoid them by streamlining your document access, defining ownership and IP rights, and seeking expert advice on issues related to tax and regulations. 

Rise above the scrutiny of venture capital due diligence 

Behind every due diligence question lies a potential for validation. A chance to showcase your venture's strengths. An invitation to secure a spot on an investor’s portfolio. Whether navigating the intricacies of data management, forging alliances with aligned investors, or ensuring the clarity of intellectual property, each challenge is an opportunity to refine, redefine, and ultimately, fulfil your funding goals.

To the fearless founder, onward! 

Need more expert guidance on funding matters? We offer that plus more at Founders Factory Africa. 

Get in touch with us today!