The Fundraising Data Room Checklist

1. 01Start with certified copies of the certificate of incorporation and the memorandum and articles as currently amended — pull them from SECP eZfile rather than trusting the version on someone's laptop.
2. 02Assemble every annual return and every Form 29 filed since incorporation, and reconcile the filed record against who actually sits on the board today.
3. 03Add signed minutes of every board and general meeting, with resolutions for the decisions investors care about: allotments, borrowings, ESOP adoption, related-party approvals.
4. 04Scan the statutory registers — members, directors, mortgages and charges — and fix any gap between register and filings before an investor's associate finds it.
5. 05Disclose all SECP correspondence: show-cause notices, inspection queries, late-filing penalties paid — a surprise disclosed early costs less than a surprise found late.
6. 06Build one cap table that ties out to the register of members and every return of allotment filed with SECP — fully diluted, with a column for each round.
7. 07Include every share certificate issued and every instrument of transfer, showing stamp duty paid on transfers under the Stamp Act, 1899.
8. 08List every convertible instrument — SAFEs, convertible notes, advance subscriptions — with cap, discount, and conversion mechanics modelled, plus any State Bank of Pakistan approvals the money came in under.
9. 09Document the ESOP end to end: scheme rules, the board and shareholder approvals adopting it, every grant letter, and a reconciliation of the pool.
10. 10Include the shareholders' agreement and every side letter — investors read side letters first, because that is where earlier investors put their special rights.
11. 11Produce the top ten customer contracts by revenue, signed and in force — an unsigned draft the parties 'agreed' is a finding, not a contract.
12. 12Add the supplier and partner agreements the business cannot operate without: hosting, payment processing, key distribution or reseller arrangements.
13. 13Flag every contract with a change-of-control or assignment-consent clause — these decide whose permission the round itself needs.
14. 14Schedule all related-party arrangements — founder loans, a director's property leased as the office — with the approvals section 208 of the Companies Act, 2017 expects [SCOPE TO BE VERIFIED].
15. 15Include the current standard terms of service and evidence that customers actually accepted them — click-wrap logs or signed order forms.
16. 16Provide signed employment agreements for the founders and every employee, and flag anyone working without one before diligence does.
17. 17Add an organogram that distinguishes employees from consultants and contractors — status questions are standard diligence in Pakistan because labour statutes attach by substance.
18. 18Disclose any employment friction on the record: labour court cases, grievance notices, settlement deeds with former staff.
19. 19Prove the chain of title to the codebase — executed assignment deeds from every founder, employee, and contractor who built it, covering work done before incorporation.
20. 20List the trademark portfolio: every application and registration at IPO Pakistan with class, status, and renewal date.
21. 21Run and include an open-source audit — the licences of the components inside the product, and whether any copyleft licence touches proprietary code.
22. 22Show that domains, app-store listings, cloud accounts, and the company's social handles sit in company-controlled accounts, not a founder's personal email.
23. 23Include every tax registration certificate — NTN and the federal and provincial sales tax registrations — with current Active Taxpayer List evidence.
24. 24Copy in every licence and regulatory approval the business runs on — PTA registrations, SBP approvals, the PSEB certificate — each with its expiry date.
25. 25Prepare a litigation and notices schedule: every court case, arbitration, FBR or SECP notice, and demand letter, each with status and exposure.
26. 26Include proof of foreign-investment reporting for existing foreign shareholders — the bank's confirmation of shares issued against inward remittance saves the incoming counsel a week.
27. 27Add audited financial statements for each completed year, with the auditor's appointment and consent on record.
28. 28List all borrowings: loan agreements, guarantees, and charges registered against company assets with SECP [CHARGE FILING FORM TO BE VERIFIED].
29. 29Disclose bank accounts with their signatories, and any personal guarantees founders have given for company obligations.
30. 30Include insurance policies in force — and be ready to explain the ones the company does not carry.

This checklist is general information, not legal advice on your facts. Each item is covered in depth in The Startup Legal Hub.