Include company formation documents, the cap table, founder and IP agreements, the deck, a short product demo, key metrics, a simple budget and any existing investment agreements. German companies add the commercial register extract, articles and shareholder list. Leave out customer personal data and anything you would not want forwarded.
- Prepare it before the first investor meeting.
- Cap table and IP assignment are the most-checked items.
- German startups add the Handelsregister extract and shareholder list.
- Use view-only links and track access.
- Never upload personal data of customers or users.
What goes in?
| Folder | US company | German company |
|---|---|---|
| Corporate | Certificate of incorporation, bylaws, board consents | Articles (Satzung), commercial register extract, shareholder list |
| Cap table | Cap table, SAFEs, option plan | Cap table, convertible loans, VSOP |
| Founders | Stock purchase agreements, vesting, 83(b) copies | Shareholder agreement with vesting, managing director contracts |
| IP | IP assignment agreements | IP assignment / transfer agreements |
| Product | Deck, demo video, roadmap | Same |
| Metrics | Key metrics with definitions | Same |
| Finance | Budget, bank balance, runway | Same, plus latest annual accounts if any |
| Contracts | Key customer or partner agreements | Same |
What should you leave out?
- Personal data of customers or users (and in the EU, GDPR applies).
- Full source code.
- Anything confidential under third-party agreements without permission.
What do investors check first?
The cap table, founder vesting and IP. Make those clean. See founder vesting in Germany, the 83(b) election and SAFE dilution.
How should you organise the folders?
Use a simple numbered structure so investors find things without asking:
- 01 Company (formation documents, register extract, articles)
- 02 Cap table and instruments (cap table, SAFEs or convertible loans, option or virtual share plan)
- 03 Founders and team (founder agreements, vesting, key contracts, org chart)
- 04 IP (assignment agreements, trademarks, open-source policy if relevant)
- 05 Product (deck, demo video, roadmap)
- 06 Metrics (dashboard export with definitions)
- 07 Finance (budget, bank statement summary, runway)
- 08 Commercial (key customer, pilot and partner agreements)
What goes wrong most often?
- Cap table does not match the documents. The spreadsheet says one thing, the signed agreements another. Reconcile before you share.
- Missing IP assignment. Code written by a founder before formation, or by a freelancer without a contract, is not automatically the company's.
- Unsigned or draft documents mixed with signed ones. Mark drafts clearly or remove them.
- German specifics forgotten. An outdated shareholder list in the commercial register raises questions immediately.
- Too much too early. At pre-seed, investors want the essentials. A 300-file data room slows them down.
How do you share it safely?
Use a tool that allows view-only access, per-person links and access logs. Remove access when an investor passes. Add a short index document at the top explaining what is where and when it was last updated. If you operate in the EU, check that no personal data of users or employees is included beyond what is necessary, and that employee contracts are redacted where appropriate.
Frequently asked questions
What should be in a pre-seed data room?
Formation documents, cap table, founder and IP agreements, deck, demo, key metrics, budget and any existing investment agreements.
When should I prepare the data room?
Before the first investor meeting, so you can respond quickly when interest appears.
What extra documents do German startups need?
The commercial register extract, articles of association, shareholder list and shareholder agreement.
Should I share customer data in due diligence?
Not personal data. Share aggregated metrics instead.
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Join the waitlist →Sources and further reading. Handelsregister (German commercial register); GDPR overview.
Educational material, not legal, tax or investment advice. Rules and figures change; confirm with qualified counsel or a tax adviser in your jurisdiction before acting. Last updated October 6, 2026.