Diligence-Ready in 30 Days: The Founder's Pre-Round Compliance Sprint
A term sheet is coming and you're not sure your compliance holds up. Here's a 30-day sprint to get diligence-ready — what to fix in week 1 through week 4, in priority order, before the investor's lawyer looks.
If a round is close and you're not sure your compliance will survive diligence, here's the 30-day sprint: week 1, map every gap and fix the FEMA and IP red flags; week 2, reconcile the cap table and equity documents; week 3, bring ROC and tax filings current; week 4, assemble the data room and dry-run the checklist. Some fixes take time (a departed contractor's IP assignment, a compounding for a late FEMA filing), so start the moment a term sheet is plausible — not when it lands. Here's the plan.
First: run the checklist on yourself
Before fixing anything, know your gaps. Run the Series A diligence checklist across the seven sections (corporate, cap table, IP, employment, tax, FEMA, contracts) and mark each item Red/Amber/Green. That gives you the punch list this sprint works through, in priority order.
Week 1 — the red flags that take longest
Do the slow, high-severity items first:
- FEMA. If you took foreign money, confirm every FC-GPR was filed and every FLA is done. A late one may need a compounding — start now, it takes time.
- IP assignment. Get signed IP assignments from every founder, employee, and contractor — chasing someone who's left is the slowest fix of all.
Week 2 — the cap table and equity documents
The first folder an investor opens:
- Reconcile the cap table to PAS-3 for every allotment.
- Assemble the equity documents — SHA, SSA, term sheets, founders' agreement with vesting, share certificates, and the ESOP plan, register and grants.
Week 3 — bring filings current
- ROC — AOC-4, MGT-7, DIR-3 KYC; clear any backlog and file overdue forms.
- Tax — reconcile GST and TDS; confirm ITR filed; clear any open notices.
- Registers and minutes — bring statutory registers and board minutes current and reconciled.
Week 4 — assemble and dry-run
- Build the data room structured to the diligence request, with evidence (not just status) behind each item — the boring data room effect.
- Dry-run the checklist as if you were the investor's lawyer: can you produce every artifact on demand? Anything still Red or Amber is your remaining list.
- Consider giving the investor a read-only link to your status so verification is self-serve.
The meta-lesson: don't sprint next time
A 30-day sprint is the rescue plan. The reason it's stressful is that compliance was tracked loosely until the round forced it. Keep the record continuously current and evidenced, and "diligence-ready" becomes your default state — the next round is a one-click export, not a scramble. That's the whole point of a system of record.
Run the sprint — then stay ready
ComplianceStack runs the diligence checklist over your data, names each gap, quantifies exposure, and assembles the evidence-backed pack and read-only investor link — so you can sprint now and stay diligence-ready after. Get your free compliance health check.
FAQs
- How do I get diligence-ready before a funding round?
- Run a diligence checklist to find gaps, then fix in priority order: FEMA and IP first (they take longest), then reconcile the cap table and equity documents, bring ROC and tax filings current, and assemble an evidence-backed data room — ideally over ~30 days before diligence starts.
- What takes the longest to fix?
- Late FEMA filings (which may need compounding) and IP assignments from people who've left the company — start these the moment a round is plausible.
- Can't I just fix everything when the term sheet lands?
- Some things, yes — but the slow fixes surface under deal pressure at the worst time. Starting early, or keeping the record continuously current, avoids the scramble.
This article is general information, not tax, legal or accounting advice. Statutory timelines and thresholds change by notification — confirm applicability and interpretation with your CA, CS, or lawyer before acting.
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