An Investor Asked for a Data Room — What Are They Actually Asking You to Prepare?

Before you read: This is general educational information and practical orientation for early-stage teams, not legal, accounting, tax, or investment advice. Taiwan's registration, tax, and securities rules apply case by case — for any real decision, consult a Taiwan-qualified accountant or lawyer. The checklists, timelines, and scenarios below are illustrative, meant to show how to think, not specific advice for your company.

The short answer first

The second meeting wraps up and the investor says: "Good — now open a data room for us." You head back to the office and open your cloud drive. The contracts are scattered across three people's inboxes, the financial statements sit with your accountant, the cap table is last year's Excel file, and the technical-share arrangement exists only as a verbal promise made when you started. That is the moment you realize the problem is not that you lack documents — it is that your documents were never organized into something an outsider can actually verify.

The direct answer

A data room is an evidence folder that lets an investor check your risk. In early rounds a shared cloud folder is usually enough; you do not need a paid virtual data room service. The point is not the number of documents but two things: covering the six core document categories (company and governance, equity, financials, business evidence, product and IP, personnel and key contracts), and splitting access into three tiers (public summary, post-meeting verification, sensitive documents) that open progressively as diligence advances. If you only start building once the investor asks, you will typically be several weeks slow — and investment interest has a shelf life.

The six-category checklist for an early-stage data room

Go category by category. The note after each one is what the investor is *actually* checking once they receive the documents — knowing what they are looking for is the only way to know which gaps to close first.

1. Company and governance

• Company incorporation registration, articles of incorporation (章程), and registration-amendment forms (變更登記表)
• Register of directors and register of shareholders
• Records of important resolutions (capital increases, technical shares, board resolutions)

What the investor is checking: whether the company type can hold investor terms at all, and whether the registered records (公司登記) match what you have told them verbally.

2. Equity

• The latest cap table (including portions committed but not yet registered)
• Documents for every past capital increase and share transfer
• Written agreements and vesting terms for employee stock options or technical shares (技術股)

What the investor is checking: whether there are nominee shareholders, verbally-promised shares, or unresolved holdings left behind by a departed co-founder — these three are the most common closing obstacles in early-stage deals.

3. Financials

• Financial statements for the past two years (or since incorporation)
• Monthly profit-and-loss and cash-flow summaries, burn rate, and runway
• The financial projection model and an explanation of its assumptions

What the investor is checking: whether the numbers are consistent with your pitch deck, and whether you can articulate the basis for your assumptions. An early company is allowed to have small numbers — it is not allowed to have two documents that disagree.

4. Business evidence

• Customer contracts or orders (sensitive clauses can be redacted first)
• PoC (proof-of-concept) reports, usage data, retention or repurchase records
• Sample sales pipeline and quotations

What the investor is checking: whether your revenue is a repeatable sale or a one-off project, and whether the "in collaboration" labels on your deck are actually backed by documents.

5. Product and IP

• Intellectual-property ownership documents (patents, trademarks, copyrights)
• Technology licensing or outsourced-development contracts
• A statement of rights over the code and core technology — especially where there is a university or former-employer background

What the investor is checking: whether the thing the company sells is, legally, the company's. Teams with a university or research-institution background most often get stuck here — the technology was built while people were still in the lab, and ownership was never clarified.

6. Personnel and key contracts

• Employment or advisory contracts for core members, with non-compete and confidentiality clauses
• The agreement among the founders
• Any partnership contract that contains equity, profit-sharing, or exclusivity terms

What the investor is checking: whether team commitments have been institutionalized, and whether there is a buried exclusivity or buyback clause that could scare off the next round.

How to split the three access tiers

Tier	What goes in it	When to open it
Tier 1: Public summary	Pitch deck, one-page company overview, financial summary	Fine to share around the first meeting
Tier 2: Post-meeting verification	Cap table, financial statements, customer evidence, contract list	When the investor expresses intent and enters diligence
Tier 3: Sensitive documents	Full contracts, personal data, technical detail	After a non-disclosure agreement is signed or term-sheet negotiation begins

Opening every document to everyone who comes to chat is not transparency — it is a lack of risk awareness. If a party can see your customer list and pricing before they have even expressed interest, that information can also flow to a competitor.

The three most common landmines

Version chaos. The same cap table exists in three versions, distinguished only by file names like "Final (2)." The moment an investor hits a second document that does not reconcile, their attention shifts from the opportunity to the risk. The fix is cheap: one naming convention (date + document name + version number), and one folder that keeps only the current version.

Waiting until you are asked to start building. Two weeks pass between the request and delivery, and by then the internal heat of the investor's discussion has moved on to another deal. The minimum viable version of a data room should exist *before* you start meeting investors.

Using "still gathering documents" to paper over a structural problem. A missing contract is a document to upload; technical shares with no written agreement and IP ownership that cannot be explained are *risk*. The latter does not need a file uploaded — it needs a professional brought in to handle it first, then an honest note of the current status and the timeline to resolve it. An honest list of gaps holds more trust than a folder that looks complete but cannot survive scrutiny.

What to do next

Today, run one inventory using the six categories above, and mark every item with one of three states: document in hand, fact exists but no document, or fact not yet even settled. The second state means produce the document; the third means make the decision first. Once the inventory is done, organize your Tier 1 summary, *then* go schedule investor meetings — do not reverse that order. For teams preparing to submit to the NTU TEC Angel Club or an accelerator, this same checklist is also the scope a pre-screening review will examine.

Sources

• YC, Seed Fundraising
• NVCA Model Legal Documents

This article cites external material for general educational reference; Taiwan's registration, tax, and securities rules apply case by case, and formal decisions should be confirmed with a Taiwan-qualified professional.

Further reading

• Startup founder learning path
• Startup fundraising basics
• Before you raise, understand which kind of investor you are facing
• Angel investors, VCs, and CVCs — what is the difference?
• Angel investing basics