Andreessen Horowitz is one of the most thorough institutional investors in terms of due diligence. A16z runs a full legal, financial, and technical review before closing. For a seed investment this is lighter than Series A, but it is considerably more detailed than an accelerator or angel process. For a Series A or later, expect a multi-week process involving multiple teams on both sides.
The founders who move through a16z due diligence fastest are the ones who have organised, current documents ready to share before the request arrives. A partner who has to wait two weeks for a cap table update is a partner whose attention has moved elsewhere. This checklist covers what a16z typically requests, organised by category, with notes on what tends to trigger follow-up questions.
For a baseline that covers what any institutional investor expects, not just a16z, see the full startup data room checklist.
Set up a clean data room before your first meeting
A16z partners move quickly when they are interested. Having a properly organised data room ready to share at the end of a first meeting, rather than promising to send documents "this week", signals the kind of operational readiness a16z looks for in founders they back.
For context on how a16z's due diligence compares to other late-stage investors, the Pitchwise State of Fundraising includes data on how long institutional due diligence processes run by round stage.
The a16z data room checklist
Corporate structure
- Certificate of incorporation (Delaware C-corp for US companies)
- Certificate of good standing (current)
- Bylaws
- Board consent and resolutions for all major actions
- Stockholder consent and agreements
- Any shareholder rights plans or anti-takeover provisions
Cap table and equity
- Fully diluted cap table with all classes of stock
- All stock purchase agreements
- Equity incentive plan and option pool documentation
- All outstanding option grants with exercise prices and vesting terms
- All warrants with terms and holders
- Cap table model showing pre-and-post-investment ownership
Investment history
- All prior financing agreements (SAFEs, convertible notes, equity rounds)
- Term sheets from all prior rounds
- All investor rights agreements, voting agreements, and co-sale agreements
- Any side letters with prior investors
- Rights of first refusal and co-sale rights currently outstanding
- Any drag-along provisions
Financial statements and projections
- Audited financial statements if available (required for Series B+)
- Unaudited financials for all prior periods (P&L, balance sheet, cash flow)
- Current detailed financial model with 3-year projections
- Monthly actuals vs. budget for the last 12 months
- Revenue breakdown by customer, product, and geography
- Unit economics: CAC, LTV, payback period, gross margin
- Current bank balance and cash runway
Intellectual property
- IP assignment agreements from all founders, employees, and contractors
- Patent applications filed or pending
- Trademark registrations and applications
- Copyright registrations for key assets
- Open source licence audit and compliance documentation
- Any IP licences granted to or received from third parties
- Domain names and social handles registered to the company
Employees and founders
- Founder employment agreements with vesting terms
- Key employee offer letters and employment agreements
- PIIA (Proprietary Information and Invention Assignment) for all staff
- Organisational chart
- List of all current employees with titles, start dates, and compensation
- Any employee equity outside the option plan
- Severance arrangements if applicable
Customers and contracts
- Top 10 customer contracts (redacted if needed)
- Customer concentration analysis
- Any material customer commitments or obligations
- NDA and confidentiality agreements with key customers
- Partnership or reseller agreements
- Any material vendor or supplier contracts
Legal and compliance
- Any pending or threatened litigation
- Regulatory filings and licenses
- Privacy policy and terms of service
- GDPR or CCPA compliance documentation, if applicable
- Any government contracts or regulatory relationships
- Insurance policies (D&O, E&O, cyber)
What triggers follow-up questions at a16z
Cap table complexity. Any unusual equity structure, multiple share classes with asymmetric rights, complex anti-dilution provisions, or informal equity promises not reflected in formal documents, will generate detailed questions. Clean this up before sharing.
Customer concentration. If more than 20-30% of revenue comes from a single customer, a16z will probe the relationship depth, contract terms, and what happens if that customer churns. Have a clear narrative ready.
IP ownership gaps. Any indication that IP was developed outside the company -- at a prior employer, under a consulting arrangement, or before formal IP assignments were signed -- will pause the process until resolved.
Revenue recognition. How you classify and recognise revenue is scrutinised carefully. ARR, MRR, contracted vs. recognised, deferred revenue -- make sure your definitions are consistent and defensible.
Frequently asked questions
How long does a16z due diligence take?
Seed: typically two to four weeks. Series A: four to eight weeks. Series B and beyond: six to twelve weeks, involving legal, financial, technical, and reference checks running in parallel. These timelines assume clean documents and responsive founders. Missing or disorganised materials extend every phase.
Does a16z use outside counsel for due diligence?
Yes. A16z engages legal counsel (typically a major technology law firm) to conduct legal due diligence in parallel with their own internal review. You will receive document requests from both. The data room checklist structure above is designed to satisfy both.
What is the most common reason a16z due diligence stalls?
IP assignment gaps and cap table discrepancies account for the majority of delays. Both are resolvable with the right counsel, but resolution takes time. Founders who identify and fix these issues before the due diligence request arrives do not lose that time at the most critical moment of their raise.
