Due diligence request list is the investor’s or buyer’s master checklist of documents, data, and interview requests needed to finish due diligence and close the deal.

How it works

After term sheet, counsel for the lead investor sends a list—often 50 to 200 line items grouped by category: corporate, capitalization, material contracts, IP, employment, litigation, tax, privacy, and insurance.

Each item references a data room folder or asks a direct question (“List all related-party transactions in the last 24 months”). The company assigns owners internally, uploads files, and tracks status. Follow-up questions spawn supplemental lists as reviewers dig in.

Venture lists are lighter than M&A lists but still catch cap table mistakes, missing board consents, and customer concentration. Acquirers add QoE (quality of earnings) and integration items.

Example items: certificate of incorporation and amendments, option grant ledger, standard form customer agreement, SOC 2 report, founder employment agreements, list of patents and applications.

Why it matters

• Founders: Treat the list as a project plan with deadlines. Assign one DRI (directly responsible individual) per section. Missing one IP assignment can block closing for a week.
• Investors: The list standardizes what your lawyers need. Incomplete answers are a signal—either disorganized ops or hidden issues.
• Counsel: Lists evolve by stage: seed rounds skip SOC 2; Series C may require detailed revenue cohort exports.

Common mistake

Uploading raw files without context. Investors want index sheets, changelogs, and plain-English notes (“Customer X contract renews March 2027; 12% of ARR”). Unlabeled PDF dumps slow review and invite repeat asks.

Related ideas

• Due Diligence — the overall investigation process
• Data room — where list items live
• Disclosure schedules — exceptions listed in deal documents
• Escrow — funded when list reveals liabilities