Y Combinator interviews are ten minutes. The partners read your application before you walked in. What they are deciding in those ten minutes is whether the founders can think clearly, move fast, and are honest about what they do not know. Documents come later -- but later arrives faster than most applicants expect.
If YC offers you a spot, you will receive a term sheet and move into a due diligence process that runs in parallel with your batch acceptance. Having your documents ready before this happens is the difference between a clean close and a close that drags, stresses your team, and occasionally falls through on a legal technicality that could have been resolved in week one.
This checklist covers every document YC typically requests, the order they usually surface, and the five things most applicants are missing when the request comes in. For a broader overview of what every startup data room should include regardless of investor, see the Pitchwise startup data room checklist.
Set up your data room before the interview
YC's due diligence is straightforward by institutional standards, but it is thorough. The cleanest approach is to have a secure data room organised before your interview so you can share access the moment an offer arrives. Founders who respond to a YC offer with "we'll have the documents to you by the end of the week" lose time they cannot recover in a ten-week batch.
If you are evaluating which data room tool to use, see the comparison of the best data rooms for fundraising to find the right fit for your stage and investor type.
The YC data room checklist
Company formation
- Certificate of incorporation (Delaware C-corp strongly preferred)
- Articles of incorporation / certificate of good standing
- Bylaws
- Action by incorporator
- Organisational board consent
- EIN confirmation letter
Cap table
- Current cap table (fully diluted): Carta, Pulley, or a clean spreadsheet
- Equity incentive plan (stock option plan document)
- All option grant agreements for founders and key employees
- Any stock purchase agreements
- Any warrants issued
- Cap table must be clean: no uncapped SAFEs from unknown parties, no missing vesting schedules
SAFE agreements and prior investment
- All signed SAFE agreements (post-money SAFEs preferred)
- Any convertible notes with interest rate, maturity date, and conversion terms
- Any side letters attached to SAFEs or notes
- Pro-rata rights agreements if issued separately
Founder and team documents
- Founder employment or contractor agreements
- IP assignment agreements (critical -- YC will not proceed without these)
- Non-compete and non-solicitation agreements
- Vesting schedules for all founders (standard 4-year, 1-year cliff)
- Any consulting agreements with founders or advisors who received equity
Intellectual property
- IP assignment from all founders confirming all relevant IP belongs to the company
- IP assignment from any contractors or employees who built early versions
- Any patents filed or pending
- Domain registration and trademark filings if applicable
- Confirmation that no IP was built using a previous employer's resources
Financial basics
- Last 3 months of bank statements
- Basic P&L (even if informal)
- Any existing customer contracts or signed LOIs
- MRR/ARR breakdown if applicable
The five things most applicants are missing
1. IP assignments from all founders. This is the most common delay. If a co-founder built the first version before the company was incorporated, that IP technically belongs to them personally unless an assignment was signed. Fix this before the interview.
2. Clean founder vesting schedules. YC expects founders to be on standard vesting. If you have already negotiated unusual vesting terms between co-founders, have a clear explanation ready.
3. Post-money SAFEs, not pre-money. YC's own standard documents use post-money SAFEs. If you have raised on pre-money SAFEs, know your cap table impact and be ready to explain it clearly.
4. A fully diluted cap table. Not just the issued shares, but also the full picture, including the option pool, all SAFEs, and all convertible instruments. YC will calculate dilution themselves; if your numbers do not match theirs, it raises questions.
5. Good standing certificate. Easy to get, easy to forget. Order it before the interview so it is ready when needed.
Frequently asked questions
Does YC require a Delaware C-corp?
Not technically required, but strongly preferred. YC invests using standard documents designed for Delaware C-corps. If you are incorporated elsewhere, YC will typically ask you to reincorporate before the batch starts. Do this before the interview to remove it as a friction point.
When does YC request due diligence documents?
After an offer is made and you accept. YC's process moves fast, typically within days of acceptance. Having your data room checklist already completed means you can share access immediately rather than spending a week assembling documents under pressure.
What happens if my IP assignments are missing?
YC will flag it and require the issue to be resolved before closing. In most cases this is fixable -- founders sign the assignments, counsel reviews them, done. The problem is the time it takes, which compresses your batch preparation window. Fix it before the interview.
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