# The seed data room What a seed-stage data room is, the folders it usually holds, and how to keep it organized and current without exposing anything it should not. Canonical URL: https://worldenterprise.org/fundability/data-room/ Last updated: 2026-10-10 Publisher: World Enterprise, run by World Enterprise Group Incorporated A data room is a shared, organized folder of the records someone needs to check a company's claims. Investors ask for one during due diligence, which is the structured check made before money moves. At seed stage it does not need special software. A shared drive with clear names and an index does the job. Building the folder early is useful even if nobody asks for it. The act of filling it shows you what is missing while you still have time to fix it, and it replaces a scramble with a link. ## Principles - **Organized.** A stranger should find any document in under a minute using the index alone. - **Current.** An out-of-date document is worse than a missing one, because it makes everything else look doubtful. Put a date on every file. - **True.** Include only records that describe the company as it is. A plan is labelled as a plan. - **Permissioned.** Decide who can see which folder before you share. Share the minimum, in stages. - **Yours.** Keep the master copy. Give viewers read-only access to a copy. ## The folders Table: A seed data room, folder by folder | Folder | What belongs in it | What it shows | | --- | --- | --- | | 1. Company | Formation documents, ownership records, the current cap table, founder agreements, board and shareholder decisions. | That the company exists and who owns it. | | 2. Product | A plain description of the product, the current roadmap, an architecture overview and the list of deferred decisions. | What exists, and what you chose not to build yet. | | 3. Customers | A list of customers and pilots, the signed pilot scopes, and a summary of the conversation log. | Who uses the product and what they committed to. | | 4. Metrics and finance | Your metrics definitions, monthly figures calculated from them, bank and accounting summaries, and a simple budget. | That the numbers are defined once and calculated consistently. | | 5. People and contracts | Contractor and employee agreements, assignments of work, advisor agreements and any outstanding commitments. | That the company owns the work it sells. | | 6. Intellectual property | Domain names, source repositories and who controls them, open-source licenses in use, and brand assets. | What the company controls and on what terms. | | 7. Security and privacy | A data inventory, an access list, the privacy notice you publish and the vendors that handle customer data. | Where customer data lives and who can reach it. | | 8. Legal | Public terms, customer agreements, any disputes or notices, and the questions you have put to your counsel. | What obligations the company has taken on. | | 9. Updates | Your dated investor updates and any materials you have shared with investors. | A consistent history of reporting. | ## The index that holds it together The index is the one file a stranger opens first. Make it a simple table with one row per document, so that nothing in the folder is reachable only by someone who already knows where to look. Table: Columns for the data room index | Column | What it holds | Why it matters | | --- | --- | --- | | Document | The file name and a plain description in a few words. | A reader can tell what a file is without opening it. | | Folder | The folder number from the table above. | The index and the folders agree. | | Date | When the document was signed, issued or last updated. | Stale records are visible at a glance. | | Owner | The person who keeps the document current. | Someone is accountable for each file. | | Status | Final, draft, missing or not applicable, with a date for anything missing. | Gaps are stated, not hidden. | | Access | Who may open it: everyone with access, or named people only. | Staged sharing is a decision you recorded, not an accident. | ## Records that prove ownership Two folders carry the claims people check hardest: who wrote the product, and who owns the company. Both rest on signed paper. For the product, start with the statute. The U.S. Copyright Act says a transfer of copyright ownership [is not valid unless an instrument of conveyance](https://www.law.cornell.edu/uscode/text/17/204), or a note or memorandum of the transfer, is in writing and signed by the owner or the owner's authorized agent. In plain terms, if a contractor or an early cofounder wrote code or design for the company, the company's claim to that work rests on a signed document, not on everyone remembering the arrangement. Keep one signed assignment per contributor in folder 5, and list each contributor beside their assignment in the index. Whether a particular arrangement works is a question for your counsel. For the company, keep a dated stock ledger next to the cap table. Section 219 of the Delaware General Corporation Law says the stock ledger [shall be the only evidence as to who are the stockholders entitled by this section to examine the list](https://delcode.delaware.gov/title8/c001/sc07/index.html) of stockholders. That rule is narrow, and it applies to Delaware corporations. The practical point is wider: the record a statute points to and the spreadsheet you share should agree. If your company is organized somewhere else, ask your counsel which record your own law treats as the ledger. Keep the charter and every amendment in folder 1 as well. Section 151 of the same law lets a corporation create classes and series of stock, and says which may have [voting powers, full or limited, or no voting powers](https://delcode.delaware.gov/title8/c001/sc05/index.html). A reader who sees a class on your cap table will look for the document that creates it. The article on [cap table basics for founders](https://worldenterprise.org/insights/cap-table-basics-for-founders/) explains what each column means, and the [cap table explainer](https://worldenterprise.org/tools/cap-table-explainer/) lets you test your own layout. ## Share in stages A data room is not all-or-nothing. A reasonable order is to share the overview folders first, which are the company, the product and the metrics, and to open the sensitive folders only when a conversation has reached the point where they are needed. Record each step in the access log. The article on [ordering a pre-seed evidence pack](https://worldenterprise.org/insights/ordering-a-pre-seed-evidence-pack/) goes through the order in more detail, and the [evidence room tool](https://worldenterprise.org/tools/evidence-room/) helps you see which records you already hold. For intellectual property and access, the article on [IP, contracts and access diligence for small engineering teams](https://worldenterprise.org/insights/ip-contracts-and-access-diligence-for-small-engineering-teams/) lists what a technical reader tends to ask for. ## Keep it honest If a record is missing, leave a short note in the index that says what is missing and when you expect it. A visible gap with a date is easier to trust than a quiet one. Never fill a folder with documents you hope will pass. Anyone reading it is looking for the places where the story and the paperwork disagree. Do not put secrets in the folder: passwords, private keys and personal data about customers or staff do not belong in a data room. If a document contains personal data, ask your counsel what must be removed before it is shared. ## Before you share it 1. Read the index as if you were a stranger. Can you find the cap table and the assignments of work in one step? 2. Check the dates. Replace or archive anything out of date. 3. Open each folder in a private window to confirm the permissions are what you intended. 4. Ask your own counsel to review folders 1, 5, 6 and 8 before they go anywhere. 5. Keep a log of who was given access and when. The [seed data room checklist](https://worldenterprise.org/library/seed-data-room-checklist/) is the same set of folders as a template you can copy and tick. Use this guide to understand the purpose of each folder and the checklist to do the work. The [investor readiness checklist](https://worldenterprise.org/fundability/investor-readiness-checklist/) shows which statements each folder helps you prove. ## About the evidence The three legal points in this guide come from the statute text itself, read on the dates listed under Sources: 17 U.S.C. section 204 on the form of a copyright transfer, and sections 219 and 151 of Title 8 of the Delaware Code on the stock ledger and classes of stock. Everything else here, including the folder structure, the index and the order of sharing, is working practice rather than a rule, and your counsel may suggest a different one. A statute can be amended, so check the current text before you rely on a point. This guide is general information. It describes a common structure and is not legal advice. Which documents you hold, and what you may share, depend on your company and your jurisdiction. ## Sources - 17 U.S. Code section 204, Execution of transfers of copyright ownership. Legal Information Institute, Cornell Law School. - Delaware Code, Title 8, section 219, the stock ledger and the stockholder list. Delaware General Assembly. - Delaware Code, Title 8, section 151, Classes and series of stock; redemption; rights. Delaware General Assembly.