The Pre-Round Data Room Checklist Every Indian Investor Will Demand
Quick Summary
Indian VCs and angel networks conduct due diligence under tighter compliance lenses than most founders expect — covering MCA, GST, ROC, FEMA, and labour law filings. This article lists every document your data room must contain before a term sheet is signed, and shows how Founding Legals auto-organises them into an investor-ready Vault.
The Legal Breakdown / Why It Matters
When an Indian investor commits capital, their legal team will conduct a Legal Due Diligence (LDD) covering compliance under the Companies Act, 2013, Income Tax Act, 1961, GST Act, 2017, FEMA, 1999, and applicable Labour Laws. Missing documents don't just delay closure — they often trigger Conditions Precedent (CPs) in the Share Subscription Agreement that you must satisfy before funds are released.
The 6 Pillars of an Investor-Ready Data Room
1. Corporate & Statutory
- Certificate of Incorporation (COI) with CIN
- MOA & AOA — latest amended versions
- PAN and TAN of the company
- Shop & Establishment Registration certificate
- GST Registration Certificate (GSTIN)
2. Cap Table & Share Capital
- Current cap table with fully diluted ownership
- All Form PAS-3 filings (share allotments)
- All Form SH-7 filings (capital increases)
- Share certificates issued to each shareholder
- Register of Members (Form MGT-1)
3. Board & Shareholder Governance
- Minutes of all Board & General Meetings
- All Form MGT-14 filings (special resolutions)
- All Form DIR-12 filings (director updates)
- DIN and DSC details of all directors
4. Financial & Tax Compliance
- Audited Financial Statements (last 3 years)
- All Form AOC-4 & MGT-7 filings with MCA
- Income Tax Returns (last 3 years)
- GST Returns (GSTR-1 & 3B last 12 months)
- TDS Returns (Form 26Q, 24Q)
5. Commercial & IP Contracts
- All material customer/vendor contracts
- Trademark, copyright, and patent filings
- IP Assignment agreements from founders/staff
- Domain ownership records
6. HR & Employment
- Employment agreements for all key staff
- ESOP Scheme, grants, and Form MGT-14
- POSH Policy and ICC constitution (10+ staff)
- EPF and ESIC registration certificates
How to Do It on Founding Legals
- Step 1: Go to Pitch → Data Room → Setup. The platform auto-imports your incorporation documents, MCA filings, and cap table data already on your dashboard.
- Step 2: Run the "Compliance Gap Scan". The system cross-references your CIN against the MCA21 portal and flags missing filings (e.g., overdue MGT-7, unfiled PAS-3 from a past round).
- Step 3: Upload pending documents through guided checklists. Each document is auto-tagged, indexed, and OCR-scanned for quick investor search.
- Step 4: Click "Generate Investor Share Link". Choose granular access: View Only, Watermark Per Page, Download Disabled, and Expiry Date (typical: 14 days).
- Step 5: Track investor engagement in real-time — see which documents were opened, by whom, and for how long. The audit log doubles as evidence under the IT Act, 2000 if confidentiality is ever breached.
Investors run an MCA Master Data check within the first hour of due diligence. If your Form MGT-7 (Annual Return) is overdue, your company is marked as a "Defaulting Company" under Section 164(2) — and your directors become disqualified from being on any other board for 5 years. This alone can collapse a round.
The best Indian founders maintain a "live" data room that's always 90% investor-ready — not one assembled in panic after a term sheet. Founding Legals continuously updates your Vault with every MCA filing, contract, and resolution you execute on the platform, so when an investor says "send us your data room," you're a single click away.