A new team member should be able to find the current document, understand its status and identify its owner without asking the founder where it lives.
One current version
Do not place Draft, Final, Final-2 and Latest-Final beside one another. Keep a controlled working location and publish only the approved version.
Index before volume
The document index is the map. It should show file name, date, owner, status, sensitivity and the issue connected to the document.
Access by stage
A first meeting, a serious diligence process and final legal review do not require identical access. Use staged disclosure.
Gaps stay visible
A missing-item tracker is more useful than an empty folder. Record what is absent, who is resolving it and the expected date.
Suggested folder structure
01 — Corporate formation
Incorporation certificate, constitutional documents, registered-office records and relevant entity registrations.
02 — Ownership and securities
Current cap table, share issuances and transfers, convertible instruments, option pool and supporting approvals.
03 — Governance
Board and shareholder records, material approvals, delegations, policies and related-party information.
04 — Financial and tax
Historical statements, management accounts, forecasts, tax records, bank/debt information and key reconciliations.
05 — Commercial
Material customer, channel, supplier, licensing and partnership agreements, including amendments and renewal status.
06 — People and ESOP
Founder, employment and contractor records, policies, ESOP documents, grant records and key-person dependencies.
07 — Intellectual property
Assignments, licences, trademark/patent records where applicable, open-source register and product ownership evidence.
08 — Privacy and security
Data-flow records, privacy notices, material vendor arrangements, security policies and incident history where relevant.
09 — Compliance and disputes
Material licences, recurring compliance records, notices, claims, investigations, insurance and dispute summaries.
10 — Fundraise materials
Pitch deck, investment memo, use of funds, data-room index, investor Q&A and the transaction-specific request tracker.
Privileged advice, passwords, unnecessary personal data, customer secrets, security credentials and information you are not authorised to disclose require separate handling.
Build a document index
Create one spreadsheet with these columns. It becomes the working control panel for the data room.
| Folder | Document | Period/date | Status | Owner | Sensitivity | Gap/action |
|---|---|---|---|---|---|---|
| 02 Ownership | Current cap table | As of DD/MM/YYYY | Approved / reconcile | Founder + CS | Restricted | Confirm latest issuance |
| 05 Commercial | Top customer agreement | Signed DD/MM/YYYY | Current / amended | Sales lead | Confidential | Redact pricing if appropriate |
| 07 IP | Founder IP assignment | DD/MM/YYYY | Signed / missing | Founder + counsel | Restricted | Professional review |
File naming convention
YYYY-MM-DD_Document-Type_Counterparty_or_Period_Status.pdf
Example: 2026-06-30_Customer-Agreement_ABC-Labs_Signed.pdf
Decide who can see what
| Level | Typical use | Examples | Control |
|---|---|---|---|
| Internal working room | Preparation and remediation | Drafts, gap tracker, professional notes | Small internal team only |
| Early external room | Initial serious investor review | Deck, summary financials, selected corporate records | Named access, limited downloads |
| Full diligence room | Confirmed diligence process | Transaction-specific evidence and material contracts | Need-to-know permissions and activity log |
| Professional-only subset | Legal, tax or specialist review | Sensitive records requiring professional assessment | Restricted sharing and clear purpose |
Access choices depend on the transaction, confidentiality duties and professional advice. A folder structure is not permission to disclose its contents.
Build the first usable version
Hours 1–3: create the index
List every expected document before moving files. Mark each item Ready, Review, Missing or Not Applicable.
Hours 4–8: collect, do not rename blindly
Gather records from founders, finance, people, sales and professional advisers. Preserve signed originals and source evidence.
Day 2 morning: reconcile
Compare dates, names, ownership figures and key commercial facts across the documents and pitch materials.
Day 2 afternoon: control and review
Set permissions, identify sensitive files, assign missing items and ask qualified professionals to review matters within their scope.
What makes a data room hard to trust
Files without context
A large folder exists, but nobody can explain whether documents are current, signed or superseded.
Deck and evidence conflict
Ownership, revenue, customers, employees or milestones differ between the pitch and supporting records.
Everything shared immediately
Sensitive information is exposed before the recipient, stage and purpose have been considered.
No owner or deadline
Gaps are known, but no person is responsible for resolving them before diligence intensifies.
Convert the folder list into a live control system.
Koda can help build the index, identify gaps and coordinate the relevant professional work before external access is opened.
Educational preparation tool only. The appropriate content, disclosure stage and access controls depend on the transaction and your confidentiality obligations.