Pre-Seed / Seed Due Diligence Checklist
Use this checklist before making an investment decision. Not every item applies to every deal, but covering 80%+ gives you confidence.
1. Team
- ☐ Founder background research (LinkedIn, prior companies, education)
- ☐ Why are THEY building THIS? (founder-market fit)
- ☐ Co-founder relationship history (how long, how they met)
- ☐ Technical capability (can they build v1 without outsourcing?)
- ☐ Reference checks (3+ people, including non-referred)
- ☐ Full-time commitment confirmed?
- ☐ Any ongoing legal disputes or past startup failures? (failures are fine — hiding them isn’t)
2. Product
- ☐ Working product or MVP? (Demo it yourself)
- ☐ Unique technical advantage or IP?
- ☐ User feedback — have they talked to 20+ potential users?
- ☐ Product roadmap (next 6–12 months)
- ☐ Technical architecture review (ask a technical friend if needed)
3. Market
- ☐ TAM/SAM/SOM calculation (bottom-up preferred)
- ☐ India-specific market dynamics understood
- ☐ Competitive landscape mapped
- ☐ Why now? What’s changed that makes this possible?
- ☐ Customer interviews or validation data
4. Traction
- ☐ Users / revenue / growth metrics (ask for raw data, not curated snapshots)
- ☐ Retention / churn data
- ☐ Unit economics (even rough estimates)
- ☐ Customer testimonials or case studies
- ☐ Paid vs organic acquisition split
5. Financials
- ☐ Current burn rate
- ☐ Runway calculation
- ☐ Financial model (12–24 months)
- ☐ How will raised capital be deployed? (hiring, GTM, product, ops)
- ☐ Previous funding history and terms
6. Legal & Structure
- ☐ Incorporated as Private Limited Company (not LLP for VC-track)
- ☐ DPIIT recognised?
- ☐ Clean cap table (no messy legacy investors)
- ☐ IP assignment agreements signed by all founders and employees
- ☐ Co-founder agreement with vesting in place
- ☐ No pending litigation
- ☐ GST/tax compliance current
7. Terms Review
- ☐ Valuation fair for stage? (Pre-seed: ₹2–10Cr, Seed: ₹10–50Cr typical in India)
- ☐ Instrument type (iSAFE, convertible note, priced round)
- ☐ Pro-rata rights?
- ☐ Information rights?
- ☐ Anti-dilution clause?
- ☐ Liquidation preference (1x non-participating is standard)