The VC due diligence checklist for a seed round in 2026

Every VC due diligence question at seed splits into five lanes — team, market, product, numbers, legals. The 28 items below cover what actually gets asked, what's pure box-ticking, and what to have prepared before you open the round so the diligence phase compresses into two weeks instead of six. Built from the seat of a founder who's been on both sides of the partner meeting.

Most founders go into VC due diligence assuming it's a discovery process. It isn't. By the time DD starts, the partner has already largely decided, and DD is the structured way they confirm that decision (or, less often, talk themselves out of it). Founders who treat DD as a chance to share more information often hand the partner reasons to back out; founders who treat it as a structured confirmation of what they've already said close faster.

This checklist is built around that reality. The 28 items are organized by lane. For each lane I've called out which items get asked first, which are box-ticking, and which are landmines that have killed seed rounds I've watched up close.

How DD actually flows at seed in 2026

The partner you talked to in the meeting hands the diligence to one of three people:

• A senior associate or principal at most institutional seed funds
• An external lawyer for cap-table and IP items
• The partner themselves at solo GPs and very small funds

You'll almost always know who you're talking to within the first email. Address each lane to the right person. A founder who routes legal answers through the partner instead of the lawyer is signaling inexperience.

The typical timeline:

1. Days 1-3 after term sheet: they request the data room.
2. Days 4-7: team + market diligence — references, founder backgrounds, market sizing assumptions.
3. Days 7-12: product + traction diligence — demos, customer references, cohort numbers.
4. Days 12-18: legal cleanup — cap table, IP assignments, any pending litigation.
5. Days 18-21: final partner meeting, term-sheet finalization, signature.

If the timeline stretches past 28 days at seed, something is wrong — usually a discovered issue that nobody's said out loud yet. Push for explicit feedback.

The 28-item checklist

Lane 1 — Team (5 items, asked first, weighted heaviest)

1. Founder reference contacts. 3-5 references, ideally including one ex-boss, one ex-peer, one ex-direct-report. The pattern partners look for is consistency across these three views.
2. Founder LinkedIns + key dates verified. The "left in 2019" claim must match what LinkedIn says. Mismatches here are the most common reason a deal stalls at DD without explanation.
3. Co-founder split + vesting docs signed. A 4-year vest with 1-year cliff is the standard; anything else is interrogated. No founder-vesting agreement at all is a dealbreaker for most institutional leads.
4. First 5 hires, their roles, and their equity grants. This is partly diligence and partly how the lead models post-seed dilution. Have it on a clean spreadsheet.
5. Why this team for this problem. Some leads ask this in writing, not just in conversation. The answer must be specific to the team, not generic.

Lane 2 — Market + thesis (5 items, asked second)

6. TAM/SAM/SOM with sourcing. Not a McKinsey report citation — your own customer-discovery math. "We talked to 47 companies in our segment, average ACV is $X, addressable count is Y" beats a $147B industry report.
7. Competitive landscape map. A 2x2 or table with a non-arbitrary axis. "No direct competitors" is an auto-flag.
8. Why now (specifically). What changed in the last 18 months that makes this the right moment? Generic "AI is exploding" is weak; "GPT-5's tool-use cost dropped to $X/call making the per-user economics flip in late 2025" is strong.
9. Insertion point + GTM motion. How does your first sale happen, repeatably? "We get inbound" is fine for the first 10 customers; not fine as a Series A path.
10. Wedge to platform thesis. What you're selling now vs. what you'll sell in 24 months. Most seed leads expect a wedge, not the platform out of the gate.

Lane 3 — Product + traction (8 items, the body of DD)

11. Live demo on real production data. Not a recorded walkthrough — a real one, ideally with the founder driving and one or two pre-screened customer accounts visible.
12. Customer reference list with consent. 3-5 customers willing to take a 20-minute call. Pre-warn them.
13. Customer interview transcripts or notes. From your customer-discovery phase. Even handwritten ones, scanned, beat the absence.
14. Cohort retention chart, weekly. Even with N=20 cohorts at seed, the shape of the chart matters. A flat-line at 30% by week 8 is a buy; a decay-to-zero by week 4 is not.
15. MRR/ARR trajectory by month with the actual ledger. Stripe export or equivalent. Don't paint over churned months.
16. Top 3 product gaps you know about. Sophisticated leads ask this directly. Honest answers ("we know our onboarding loses 40% at step 3") beat polished pitches.
17. Roadmap for the next 6 months. Specific shipped features by month, not strategic themes.
18. Tech stack + team scaling assumptions. What infra you're on, what breaks at 10x scale, what the next two engineering hires look like.

Lane 4 — Numbers (5 items, mostly box-ticking at seed)

19. Three-statement model, 24 months out. Doesn't need to be sophisticated. Pry, Causal, or a clean Google Sheet is fine. Must reconcile to your existing P&L.
20. Burn rate + runway with this round. Live number, recalculated for the close.
21. Revenue assumptions for next 12 months. Tied to the GTM motion in Lane 2.
22. Hiring plan tied to the model. Specific roles, specific months.
23. Top 3 cost lines and how they scale. Usually salaries, infra, paid acquisition. The lead wants to know which scale linearly with revenue.

Lane 5 — Legals (5 items, run by the lawyer, mostly mechanical)

24. Clean cap table on Carta or Pulley. Anything else triggers a legal-fee conversation. A messy spreadsheet is a tell.
25. Founder IP assignment agreements signed. Especially for any code written before the company existed. This is the most common landmine — second only to founder-vesting absence.
26. No pending litigation, complete IP chain. A signed letter from your lawyer covering both is standard.
27. Delaware C-corp incorporation docs. Cert of incorp + bylaws + board consents. If you're not Delaware, expect 2-3 extra weeks of DD.
28. All prior fundraising paperwork, clean. Every SAFE, every convertible note, every angel check — with the right MFN clauses traceable. Cap-table and prior paper are where surprise dilution at conversion happens; the lead's lawyer will model your conversion in advance.

What sophisticated leads add on top of the 28

A subset of institutional seed leads — typically the more experienced partners writing $1M+ first checks — will add 4-6 questions beyond the 28 above. They're not on the standard checklist because they're not standard:

• "What is the one metric that, if it goes wrong, kills the company?" Answer specifically. "Conversion rate at the activation step" beats "growth."
• "Who else have you talked to in this round, and where are they at?" Honest answer. Lying is found out within 48 hours.
• "What did you learn from your last 10 customer calls that surprised you?" A real list, not 10 generic insights.
• "If we doubled this round, what would change?" Founders who can't answer signal that the operating plan isn't tight.
• "Who would you want as your second-largest investor in this round?" Tests whether you're thinking about cap-table composition or just chasing the highest cap.

These are the questions that cement the conviction the partner has already largely formed. They're worth preparing for not because they make-or-break the deal — they don't — but because a sharp answer here is what turns a $1M check into a $1.5M check at the same valuation.

What's actually asked first vs. last

If you're prepping with limited time, optimize in this order:

1. Lane 1 (team) and Lane 5 (legals) — these are blockers. The deal can't close without them.
2. Lane 2 (market) and Lane 3 (product/traction) — these determine whether the price holds.
3. Lane 4 (numbers) — at seed, mostly box-ticking. Don't spend weeks polishing a financial model when the team and customer-references answer the actual question.

Founders new to fundraising obsess about the model. Sophisticated seed leads don't read it.

Three landmines that have killed seed rounds I've watched

Landmine 1: founder reference says something inconsistent with the founder's narrative. This is usually about why the founder left their previous role, or why a co-founder split happened. Pre-call your references; don't ambush them. They are not enemies; they're collaborators in a deal you both want to close.

Landmine 2: customer reference admits churn risk on a "happy" customer. Pick references who pay, who use the product weekly, and whom you've talked to about the call beforehand. The trap is the customer who's nice in person and hedging on the call.

Landmine 3: cap table has a forgotten advisor with 2% non-vesting equity from 2023. This is a real thing that happens. It's recoverable but it costs two weeks. Audit your cap table now — before the round opens, not during DD.

What you should have ready before opening the round

The single best move a seed founder can make is to assemble all 28 items before opening the round. Not all 28 will be asked; most leads will hit 18-22 of them. But the founder who can answer any of the 28 within four hours of the request closes in 14 days; the founder who scrambles closes in 28 — or doesn't.

Concrete prep:

• A read-only Notion space with one page per lane, linkable items
• A 30-minute conversation with each reference before the round opens, briefing them on what they might be asked
• A cap-table review with your seed lawyer 30 days before the round opens
• The financial model in a clean Google Sheet, refreshed weekly during the round

The founders who do this preparation routinely close their seed rounds 2-3 weeks faster than founders who don't. That's not 2-3 weeks of extra runway — it's 2-3 weeks of extra customer time during the period your conversion mattered most.

When this matters for your raise

The diligence phase is where deals get pulled and where founders lose 1-3% of valuation through unforced negotiation. Both come from the same root cause: the founder showing up unprepared, then negotiating from defense for two weeks. The 28 items above are the offense.

If you're in the 30-90 day window before opening your round, Causo handles the partner targeting and outreach mechanics so the prep time goes to where it actually matters: the data room, the references, the cap table. Built by founders who've answered all 28 items the hard way. Start free.