The diligence kill-list, by category: 28 gates, ~90 checks

Diligence looks like a firehose of requests. It isn't. It's a fixed set of questions across seven categories, and the same categories show up whether you're raising a seed round or being acquired. This guide lays out that structure in full and for free — all 28 parent gates, what each one is really testing, and the single document that clears it. Each gate expands into 2–4 concrete sub-checks (roughly 90 line items in total; the breakdown is spelled out below), and the paid report is where those ~90 checks get scored — but nothing on the list is hidden from you here.

Where "90" comes from — no sleight of hand. Every gate you'll read below is listed on this page; there are 28 of them. In the shipped report, each gate expands into 2–4 concrete sub-checks — for example, "your cap table reconciles" splits into ledger tie-out, consent coverage, option-pool accounting and instrument reconciliation — which is roughly 90 individual line items to clear. This page is the full parent list; the report is the expanded, scored checklist. Every item carries a weight: weight-3 items re-price or kill a deal late; weight-2 items cost cleanup time and trust; weight-1 items are hygiene. Your grade is weighted by those numbers, not a flat count, and by which items apply at your stage. Want to score yourself against all 28 right now? Tick the live kill-list — free, no signup.

The seven categories, and why each exists

Category	What it protects the other side from	Heaviest item
Cap Table & Instruments	Buying a % that turns out to be smaller than the table showed	Unmodeled SAFE / note stack
Corporate Hygiene	The share classes on the cap table not legally existing as described	Missing incorporation / charter amendments
IP & Product Ownership	The company not actually owning the thing it's selling	Prior-employer invention-assignment claim
Related-Party & Conflicts	Value leaking out through undisclosed affiliated dealings	Undocumented related-party transactions
Revenue & Financial Integrity	Traction that a quality-of-earnings review restates downward	Aggressive revenue recognition
Key-Person & Team	A departing founder walking off with unearned equity or the only knowledge	No founder vesting
Compliance & Contracts	A key contract or license breaking on the financing or sale itself	Change-of-control clauses in top contracts

The questions, category by category

Cap Table & Instruments the first thing modeled

Does your fully-diluted cap table reconcile to the share ledger and every issuance consent? weight 3 — if it doesn't tie, every ownership number downstream is suspect and diligence stalls until it's rebuilt.
Is every SAFE, note and side letter collected with its cap, discount, MFN and pro-rata on one page? weight 3 — new money models its own dilution off your stack first; an unmodeled MFN or uncapped SAFE surfacing mid-deal re-opens price.
Does every option grant have board approval, a 409A-supported strike, and a signed agreement? weight 2 — verbal or below-409A grants are contingent liabilities and tax exposure the buyer inherits.
Can you reproduce the post-round math including the pool refresh and where its dilution lands? weight 2 — founders who can't reproduce the pool-shuffle number negotiate the pool blind.
Are there zero verbal equity promises or advisor handshakes outside the cap table? weight 3 — one credible off-ledger claim can freeze a signing.

Corporate Hygiene does the entity exist cleanly

Are incorporation docs, bylaws and every charter amendment complete and in one folder? weight 3 — a missing amendment means a share class on your table may not legally exist as described.
Is there a board/stockholder consent documented for every past equity event and material decision? weight 2 — sloppy consent history predicts expensive cleanup priced into the deal.
Is the company in good standing everywhere it operates, with franchise taxes paid? weight 1 — a lapse is a closing-condition blocker that surfaces at the worst moment.
Was every prior financing actually closed — money in, instruments out, consents signed? weight 2 — an announced-but-unpapered round is a live liability buyers verify.

IP & Product Ownership do you own what you sell

Did every founder, employee and contractor sign a present-tense IP assignment (not just an NDA)? weight 3 — if a departed co-founder or offshore contractor owns part of the code, you don't own your product.
Do you have an open-source inventory with no copyleft license contaminating proprietary code? weight 2 — a GPL component linked into a proprietary product can force source disclosure; acquirers run license scans.
Are trademarks, patents and domains owned by the company, not a founder personally? weight 1 — as baseline hygiene this is a routine re-assignment cleanup item, which is how the rubric weights it. Read it as heavier when the personally-held asset is customer-facing — the product's own domain, or the brand trademark being acquired: there a buyer can treat re-assignment as a hard closing condition, and it behaves like a deal-blocker rather than hygiene. If that's your situation, treat this line as weight-3 regardless of the default.
Is no founder bound by a prior-employer non-compete or invention-assignment that could claim the IP? weight 3 — this is the single most dangerous unfound defect in a diligence.

Related-Party & Conflicts where value quietly leaks

Is every transaction with a founder, relative or affiliated entity documented at arm's length? weight 2 — undisclosed ones read as sloppiness or concealment; both re-price trust.
Is money moving between company and founders (loans, deferred salary) on the books with clear terms? weight 1 — informal founder loans can become disputed claims at exit.
Is no material revenue routed through founder-controlled entities without disclosure? weight 2 — affiliated revenue inflates traction; diligence strips it out.

Revenue & Financial Integrity what a QoE restates

Is revenue recognized on a consistent, defensible basis — not on signing or cash receipt? weight 3 — a quality-of-earnings review restates aggressive recognition, and the restated number becomes the valuation base.
Do 12+ months of monthly financials exist and reconcile to bank statements? weight 2 — burn and runway claims are verified against these; "we'll get them from the accountant" stalls a deal for weeks.
Are headline metrics exportable from the source system, not hand-assembled for the raise? weight 2 — confirmatory diligence re-derives metrics from raw systems.
Are federal, state and payroll tax filings current, including sales-tax nexus? weight 2 — unfiled sales tax across states is a silent accruing liability.
Are all debts, leases and off-balance-sheet obligations listed with amounts and triggers? weight 1 — hidden obligations change enterprise value dollar-for-dollar.

Key-Person & Team what walks out the door

Are founder shares subject to vesting so a departing co-founder can't keep unearned equity? weight 3 — investors require vesting before they wire.
Is the business not single-point-dependent on one un-backed-up individual? weight 2 — key-person concentration is a valuation discount, sometimes a deal-breaker.
Is everyone paid as a contractor genuinely a contractor by the applicable test? weight 1 — misclassification creates retroactive tax and penalty exposure the buyer inherits.

Compliance & Contracts what breaks on the deal itself

Do your top contracts lack change-of-control, exclusivity or unusual termination clauses? weight 2 — a change-of-control clause can let your biggest customer walk at the moment of a sale.
Do you have a documented data-handling posture appropriate to your customers and regions? weight 1 — enterprise buyers require it; investors check the sales motion is legally available.
Is every license or permit your model requires held, current and transferable? weight 2 — a non-transferable license means the buyer can't legally run what you're pitching.
Is there no undisclosed pending or threatened litigation or demand letter? weight 2 — an undisclosed dispute discovered in diligence poisons trust for the whole deal.

Scope, honestly: this checklist is the founder-side fundamentals a buyer's team opens first — not the full workstream a corporate M&A team runs. Beyond this list, a full acquisition adds, and this guide does not cover: antitrust/HSR clearance, environmental, employee benefits/ERISA and deeper employment (WARN, wage-and-hour, works councils), IT and security/pen-test diligence, cyber and commercial insurance adequacy, real estate and leases beyond change-of-control, cross-border and multi-entity tax structuring, and sector-specific regimes (FDA, export control/ITAR, data-privacy frameworks like GDPR/CCPA, financial-services licensing). Those are your deal counsel's and their specialists' authoritative lists, not this checklist. This gets the founder-side fundamentals clean first, so the specialist review starts from a clean base.

Which items apply at your stage

Not all of these are expected at every stage. A pre-seed investor cares about cap-table cleanliness, IP assignment and founder vesting; they will not demand a nexus study. An acquirer's counsel runs all seven of these categories and layers on deal-specific work this checklist doesn't cover (antitrust/HSR, environmental, benefits, sector licensing). Roughly:

Stage	The core they always open	What they add
Pre-seed	Cap table reconciles · IP assignment · founder vesting · no off-ledger equity	Clean incorporation
Seed	The pre-seed core	Full SAFE-stack summary · option grants papered · pool math · prior-employer IP · basic financials
Series A	The seed set	Related-party schedule · revenue recognition · reconciled financials · top-contract CoC · licenses
Series B	The Series A set	Deeper QoE, tax nexus, litigation, data posture
Early acquisition	All seven categories above	Plus deal-specific work outside this list — antitrust/HSR, environmental, benefits, sector licensing (your deal counsel's)

The weighting is the point. A checklist with 90 unweighted boxes tells you nothing about where to spend your last week before a room opens. Two open weight-3 items (say, an unsummarized SAFE stack and an unreviewed prior-employer agreement) hurt your readiness far more than a dozen open weight-1 hygiene items. The report scores you on the weighted rubric and hands the gaps back in deal-impact order — so your prep goes to the things that actually move a deal.

Turn the list into your score

Reading the questions is step one. The report ticks them against your real answers, weights them by your stage, and produces a grade plus a category heatmap — then orders your open gaps by deal impact and maps each to the exact proof document. If you also drop in your cap table, it computes your real post-round dilution alongside the gap work-order. The full rubric and the exact math are public on the methodology page.

Score your company against the 28 gates — free.

The live kill-list on the homepage scores you against all 28 parent gates in two minutes, no signup. The $79 report expands those into the ~90 sub-checks, orders your open gaps by deal impact, maps each to its proof document, and — if you add your cap table — computes your exact post-round split.

Get the report — $79 →

FAQ

Isn't this just a free YC / NVCA / Cooley checklist?

The questions are general capital-markets practice — the same categories appear in NVCA model docs and law-firm request lists, and we cite those sources openly. What a free PDF can't do is score your company, weight the gaps by how badly each re-prices a deal at your stage, or compute your actual dilution from your cap table. That's the difference between a list of questions and knowing your answers.

Why 28 gates on this page but "90 questions" in the name?

This page lists all 28 parent gates in full — nothing hidden. In the report, each gate expands into 2–4 concrete sub-checks you actually tick off (for example, "cap table reconciles" becomes ledger tie-out, consent coverage, option-pool accounting and instrument reconciliation), which lands at roughly 90 line items. The scoring engine grades each parent gate as one weighted gate; the ~90 sub-checks are the working checklist underneath. We'd rather you see the honest structure — 28 gates, ~90 checks — than a round marketing number with nothing behind it.

Will an investor take a self-run checklist seriously?

The report is prep, not an opinion. It maps to standard US-market diligence expectations and hands your team a gap work-order with the proof document for each item. Your counsel runs the authoritative list; this makes sure you walk in already clean. It's built by an operator who cleared an exchange-listing diligence bar — above any venture round.

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