Ireland Due Diligence Checklist: Founder's Guide

Table of Contents

Who should read this?

Irish startup founders preparing for seed or Series A fundraises in Ireland.

This guide helps you anticipate investor requests, fix common record gaps, organise a professional data room, and close deals in weeks rather than dragging out diligence.

Key Takeaways

Organise your data room before pitching to keep diligence short and maintain fundraising momentum.
Clean up CRO basics like annual returns, registers, and beneficial ownership filings early.
Rebuild cap table from scratch, tying every share to signed resolutions and B5 filings.
Secure complete IP chain of title with dated founder assignments and contractor agreements.
Structure data room with standard folders, consistent file names, and a change log for efficiency.

Fundraising feels like momentum, right up to the point due diligence starts. The investor due diligence checklist for Ireland is where Irish founders often lose weeks they did not plan for. Missing share registers, unsigned IP assignments, out-of-date CRO filings: these small gaps slow real deals. This guide shows what Irish investors ask for at seed and Series A, how to organise your data room, and the issues that most commonly derail rounds. As of April 2026, it reflects current CRO practice and the documentation investors expect from early-stage Irish companies.

What does due diligence mean in an Irish fundraise?

Due diligence in an Irish fundraise is the investor's structured review of your company's legal, commercial, and financial records before they sign legally binding investment documents. It usually starts after a term sheet is signed and runs in parallel with drafting the investment agreement and shareholders' agreement. At seed stage, it is generally lighter and document-led. At Series A and above, expect deeper questioning on contracts, cap table, and IP chain of title.

Timing matters. A well-prepared founder can close a seed round in 4 to 6 weeks from term sheet. A messy data room can push out this completion timeline and cost you the momentum you built in investor meetings. The aim is to keep the diligence phase short so legal drafting and closing can run cleanly behind it.

In practice, this means: start organising documents before you pitch, not after the term sheet. By the time investors ask, the data room should already exist.

Which company and CRO basics do investors check?

The first diligence category is always the company itself. Investors want evidence that the legal entity they are buying into is in good standing with the Companies Registration Office and that its constitutional records are accurate.

Expect requests for a recent CRO extract, the current constitution, all amendments since incorporation, and clean statutory registers (members, directors, secretaries, beneficial owners). An up-to-date annual return and a compliant beneficial ownership filing are also important.

Common issues at this stage:

Annual returns filed late or missing the financial statements attachment
A register of members that does not match the share issuances on file
Director or secretary appointments never notified to the CRO
Old company names or registered offices that no longer reflect reality

Clean these up before you open the data room. A single overdue B1 is easy to fix. Five years of register drift is not.

How should the cap table be documented?

The cap table section of an investor due diligence checklist is where most founders feel the strain. Investors need a single source of truth showing every share issued, options set aside for the employee share option plan, and convertible instruments (such as SAFEs and loan notes) outstanding. Corporate movements must be backed by signed board and shareholder approvals.

Have the following ready:

Fully diluted cap table, with ordinary, preference, convertibles, and the option pool shown clearly
Share allotment resolutions and Form B5 filings for every share issuance
Signed subscription agreements for each prior round
All SAFEs, ASAs, and convertible loan notes, with any side letters
ESOP rules, grant agreements, and the option register
Consents for any relevant shareholder consent matters such as share transfers and pre-emption waivers

If your cap table model does not reconcile back to the company's registers and CRO filings , expect lawyers on both sides to spend time, while incurring costs, building one that does. Founders who run clean cap table management from day one close faster.

Author's tip: rebuild the cap table from scratch before you start fundraising. If you cannot tie every share to a signed document and a B5 filing, fix it now rather than in diligence.

What IP and product ownership do investors expect?

Investors expect the company, not the founders personally, to own the product. IP diligence is where many Irish startups discover they have a problem. Early code written by a founder before incorporation, contractor work with no written agreement, or an open-source licence used without review: each of these can stall a deal.

Gather:

Founder IP assignment agreements, dated on or before incorporation
Contractor and employee agreements with present-tense IP assignment clauses
A register of open-source dependencies and their licences
Trademark registrations and domain ownership records in the company's name

Please note: a written statement that "all IP belongs to the company" is not enough. Investors will want the underlying assignment agreements.

Which commercial contracts will they ask for?

Investors want a clear picture of your revenue and your obligations. Pull a schedule of material contracts: your top customers, suppliers, any exclusivity arrangements, and any agreement with a change-of-control or termination-on-sale clause.

For each material contract, be ready with:

Signed, dated copies, not drafts
A summary of key terms: value, term, notice periods, liability caps
Any NDAs that bind the company
A list of known or threatened disputes

Warranties and indemnities in the investment agreement will be tied to what you disclose here. A strong disclosure letter protects from claims later. Read our guide to investment agreement warranties before you sign anything.

Raise faster with a clean data room. Open Forest helps Irish founders organise CRO filings, registers, and cap table documents so diligence runs in days, not weeks. Talk to us about founder-ready records

What employment and contractor documentation is needed?

Every person who has ever worked on the product should have a signed agreement with an IP assignment clause. That includes interns, early hires paid in equity, and the developer in Lisbon you onboarded for three months in 2024.

Have ready:

Current employment contracts with up-to-date terms
Contractor agreements with clear IP and confidentiality clauses
ESOP grant letters and founder agreement documents
Payroll records and any outstanding employment-related liabilities

Gaps here show up quickly. Investors will spot a lead engineer with no signed contract faster than you might expect.

How do you build a clean data room?

A clean data room is organised by category, version-controlled, and updated as diligence progresses. Use a folder structure that matches how lawyers think, not how your Dropbox is laid out today. A simple eight-folder structure works:

Corporate and CRO
Cap table and equity
IP and product
Commercial contracts
Employment and contractors
Finance and tax
Data protection and compliance
Disputes and disclosures

Name files consistently: YYYY-MM-DD_document-type_counterparty.pdf. Keep a change log so everyone can see what was updated and when. For document retention generally, the same discipline applies: files that can be found quickly protect you long after the round closes.

If you raise multiple rounds, keep the data room live between raises. Updating it as you go is far less painful than rebuilding it every 18 months.

What to do next

Due diligence rewards preparation and punishes improvisation. Get your CRO basics clean, reconcile the cap table, close any IP chain-of-title gaps, and organise the data room before you pitch. The rounds that close quickly are the ones where the founders made diligence easy.

If you are preparing for a seed or Series A in Ireland, Open Forest can help you pressure-test your records against an investor-ready checklist. It is the kind of work that pays back many times over when the term sheet arrives. For a wider view of the process, our early-stage fundraising guide walks through the steps before diligence begins.

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About the Author:

Connect:

Stuart Connolly is a corporate barrister in Ireland and the UK since 2012.

He spent over a decade at Ireland's top law firms including Arthur Cox & William Fry.

Fundraising

March 2026

Investor Due Diligence Checklist Ireland

Key Takeaways

How to Prepare for Your First Funding Round: A UK Startup Guide

Down Rounds: Legal and Structural Implications for Irish Startups

Preference Shares for Irish Startups

Share Warrants in Irish Startups

What Actually Happens at an Investment Round Closing

What Is a Bridge Round and When to Use It

What Is a Cap Table and Why It Matters

SAFE vs convertible note: Complete guide for Irish startups

Dilution explained: What happens when you issue new shares

How to Raise Before a Funding Round in the UK

Frequently Asked Questions

What does due diligence mean in an Irish fundraise?

Which company and CRO basics do investors check?

How should the cap table be documented?

What IP and product ownership do investors expect?

How do you build a clean data room?

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