Investor due diligence checklist for Irish startups

By Dylan Holland, Founder, OnlineLegalServices.ie

Investor due diligence in an Irish startup financing round runs 2-4 weeks for a Series Seed, 4-8 weeks for a Series A. The pace is almost always set not by the investor’s counsel but by the company itself — by how quickly the founders can produce documents that should already be on file, in order, and accurate. Founders who run a proper pre-fundraise legal cleanup typically close 30-50% faster than those who do not. This article is the checklist we hand to founders before they start a round, organised by category, with the common gaps flagged.

Why pre-fundraise diligence matters

Two reasons. First: closing speed. Every issue the investor’s counsel finds in DD is either a closing condition (you fix it before the money lands) or a survival representation (you warrant the position and accept liability for any subsequent breach). Either way, finding it during DD slows the round. Finding it pre-DD lets you fix it quietly, on your own timeline, without the pressure of an open term sheet. Second: leverage. A clean DD package signals competence and reduces the perceived risk of the investment. Investors who feel comfortable with a company’s legal house often close at better terms or with reduced rep-and-warranty obligations on the founders.

Section 1 — Corporate

  • Certificate of incorporation
  • Current constitution (and all historical versions if amended since incorporation)
  • Most recent annual return (B1) filed with the CRO
  • All B5 share-issue filings since incorporation
  • All B10 share-transfer filings since incorporation
  • Director appointments and resignations register (B10)
  • Beneficial ownership register (RBO filing confirmation)

Common gaps: missing B5 filings (typically because the founder issued shares but did not file within 28 days); RBO filing missed entirely; constitution amendments at funding rounds not properly filed. Our constitution review picks these up.

Section 2 — Shareholding

  • Current share register reconciled to CRO record
  • Founder shareholders agreement (if any)
  • Any side letters or subscription agreements between founders
  • All historical share certificates
  • Vesting schedules for each founder, by share class
  • Fully-diluted cap table including all options, SAFEs, convertible notes, and warrants

Common gaps: share register and CRO record diverged; no founder vesting; informal equity promises not papered. Cap-table legal health check diagnoses; investment readiness pack implements the cleanup.

Section 3 — Equity incentives

  • Option scheme rules (KEEP, unapproved, or both)
  • Per-grant board resolutions for every option ever granted
  • Signed option agreements with each grantee
  • Option register showing vested, unvested, exercised, and forfeited options by grantee
  • Annual Form KEEP1 filings (if a KEEP scheme is in place)
  • Option-pool reserve and remaining-pool capacity

Common gaps: options promised by email but no agreement signed; KEEP scheme rules drafted but no per-grant board resolutions; Form KEEP1 missed. KEEP setup for the scheme; employee share option scheme setup for unapproved or other regimes; our KEEP scheme guide for the regulatory background.

Section 4 — IP

  • IP assignment agreements from each founder to the company
  • IP assignment agreements from each employee to the company (often part of employment contract)
  • IP assignment agreements from each contractor or freelancer who has contributed to the IP
  • Trade marks registered in Ireland and any other jurisdictions of operation
  • Patents filed or granted
  • Domain name registrations and ownership confirmation
  • Open-source software licence inventory if your stack uses OSS dependencies

Common gaps: founder IP not formally assigned to the company at incorporation; contractor IP retained by the contractor under their default-Irish-contract-law position; trade marks held in a personal name rather than the company’s name. The contractor IP gap is the most-common and the most-painful — it can require renegotiation with people who left the company years ago.

Section 5 — Employment

  • Employment contracts for every employee, signed and dated
  • Contractor agreements for every contractor, signed and dated
  • Confidentiality / NDA coverage for every employee and contractor
  • Restrictive covenant (non-compete, non-solicit) clauses where appropriate
  • Compliance with the Workplace Relations Commission framework (working hours, paid leave, statutory sick pay, etc.)
  • PRSI and PAYE filings up to date
  • Health and safety statement and any incident records

Common gaps: “handshake” employment without contract; co-founder treated as an employee for some purposes (PAYE) and a director for others (no employment contract); contractor working full-time hours without the IP-assignment and confidentiality clauses that an employee would have.

Section 6 — Material contracts

  • All customer contracts above a defined revenue threshold (typically €25,000 ARR)
  • All supplier contracts above a defined cost threshold (typically €25,000 annual)
  • All software/SaaS subscriptions over €5,000 annual
  • Lease agreements for any office or workspace
  • Any partnership, JV, or revenue-share agreement
  • Any change-of-control clauses in customer or supplier contracts (these can be triggered by the financing itself)

Common gaps: change-of-control clauses in customer contracts that the founders did not realise existed and that may need waivers from the customer to avoid termination on financing close.

Section 7 — Financing history

  • Every SAFE, convertible note, and warrant ever issued
  • Every debt facility (bank loans, EI loans, credit-card lines if material, factoring agreements)
  • Personal guarantees given by founders or directors
  • Government grants or supports (Enterprise Ireland, IDA, Local Enterprise Office) and any conditions attached
  • Any tax disputes or open Revenue audits

Common gaps: SAFEs not modelled into the fully-diluted cap table; EI loans with conditions that require repayment or waiver on equity financing close; personal guarantees that founders forgot they signed. SAFE / convertible note review handles the SAFE side.

Section 8 — Litigation and regulatory

  • Any current or threatened litigation involving the company
  • Any current or threatened litigation involving any director (including litigation against the director personally)
  • Regulatory licences relevant to the trade (financial services, healthcare, food, etc.)
  • GDPR data-protection-impact-assessment for any data-processing activity
  • Any data-breach incidents and DPC notifications

Common gaps: threatened litigation that the founder considered “not serious” but counsel views as a meaningful exposure; missing DPIA for a SaaS product processing personal data.

Section 9 — Tax

  • Corporation tax filings up to date (Form CT1)
  • VAT filings up to date
  • PAYE/PRSI filings up to date
  • R&D tax credit claims and supporting documentation if claimed
  • Any open Revenue audits, queries, or appeals
  • Tax-residency analysis if the company has cross-border activities

Common gaps: R&D tax credit claims supported only by a spreadsheet rather than a contemporaneous-record file that Revenue would expect on audit.

Running the cleanup

The cleanup typically takes 4-8 weeks calendar time. The sequence we recommend: (1) cap-table audit first — this is the longest item and the highest-leverage; (2) corporate filings (CRO back-filings, RBO updates) in parallel; (3) IP assignments collected from any unassigned contributors; (4) employment and contractor paperwork upgrades; (5) material contracts indexed and reviewed for change-of-control triggers; (6) financing-history documentation gathered into a clean data room; (7) litigation, regulatory, and tax checks. Our investment readiness legal pack runs the full sequence at fixed-fee.

Frequently asked questions

How long does investor due diligence take for an Irish startup?

For a typical Series Seed round in Ireland, legal due diligence runs 2-4 weeks from the start of the diligence process to the signing of the Share Purchase Agreement. Larger Series A and Series B rounds typically run 4-8 weeks. The pace is set by the slowest party — usually the company itself responding to information requests rather than the investor’s counsel reviewing documents. Companies that have run a pre-fundraise legal cleanup typically close 30-50% faster than companies that have not.

What is the most common deal-breaker in Irish startup due diligence?

Cap-table issues — specifically, unpapered equity grants, founder vesting gaps, missing CRO filings, and divergence between the company’s share register and the CRO record. Of every five startups we run pre-fundraise cleanup for, four have at least one of these issues. The fix is administrative and usually takes 2-4 weeks; the consequence of not fixing pre-diligence is that the investor’s counsel raises it as a closing condition and the round delays accordingly.

Can I run my own legal due diligence before fundraising?

Yes — and you should. The standard pre-fundraise legal review covers the same ground the investor’s counsel will cover: cap-table reconciliation, share register and CRO alignment, constitutional review, IP ownership confirmation, employment and contractor paperwork, material contracts review, and litigation/regulatory exposure. Running this review yourself 2-3 months before the fundraise lets you fix issues quietly and present a clean diligence package to investors.

What documents do investors most often request in Irish DD?

In a typical Irish Series Seed DD request list: certificate of incorporation, current and historical constitutions, share register, shareholders agreement (if any), all option grants and option-pool documentation, founder employment contracts, key employee employment contracts, IP assignment agreements, supplier and customer contracts above a defined threshold, all loan or other credit agreements, all SAFEs and convertible notes, and a representation-and-warranties schedule typically agreed at term-sheet stage. Request lists for Series A and beyond typically expand to 50-100 separate documents.

Who pays for due diligence costs in an Irish startup round?

Standard Irish-market practice: the company pays its own counsel’s costs and contributes to the investor’s counsel’s costs as part of the round closing — typically capped at €15,000-€40,000 depending on round size. The cap is negotiated at term-sheet stage. Companies running pre-fundraise legal cleanup typically reduce both their own costs and the investor counsel’s scope, because there are fewer outstanding issues to investigate.

Run your pre-fundraise cleanup

If you are planning an Irish startup financing round in the next 6 months, the time to run the legal cleanup is now. Investment readiness legal pack at fixed-fee, or book a 60-minute founder strategy call to walk through your specific situation. All pricing is published.

By Dylan Holland, Founder, OnlineLegalServices.ie / PLUSOLS LIMITED.

Reviewed by a qualified Irish solicitor regulated by the Law Society of Ireland. This article is general legal information for Irish startup founders and is not a substitute for advice on a specific matter. Pricing on linked product pages is current at the date of publication; please refer to the linked page for the live rate.