Five Folders That Decide How Fast Your Round Closes
Investors say yes to the product and the team. The closing date, and part of the price, gets set later, when their counsel opens the data room. Anyone who has sat on both sides of due diligence knows how much five folders decide, because they show how the company is actually run.
The five folders
- Cap table and resolutions. Every capital increase, option promise and board appointment backed by the right resolution, with the KRS file, the shareholder register and the spreadsheet telling one story. In a Polish simple joint-stock company (P.S.A.) the shareholder register sits outside the KRS, so bring it separately.
- Founders’ agreement and ESOP. Vesting, leaver terms, what happens to shares when a founder walks out, and grants that stay inside the pool the shareholders approved.
- Chain of title to the product. Written assignments from every author, including pre-incorporation founder code, contractors and agencies, plus a register of open source licenses.
- Baseline compliance. GDPR (Regulation (EU) 2016/679) records that match reality, processor agreements with the vendors you actually use, license terms of the software you resell or embed.
- Finances with controls. Management accounts that reconcile with bank statements and tax filings, contracts signed by people authorised to sign them, related-party dealings documented.
“We have documents” and “the documents agree” are different claims
Most founders pass the first test: the PDFs exist. Due diligence runs the second: do they match each other? Picture the moment the fund’s associate asks a quiet question: the first batch of option agreements carries one signature, and your articles of association require two board members acting jointly. Are those grants valid, and who repairs them before closing? Findings like this rarely end a deal. The price moves instead: warranties grow longer, an escrow appears, conditions precedent multiply, and the founders spend their negotiating capital on repairs rather than terms. The signals that raise the cost of capital most are the ones that suggest more surprises: option promises that live only in email, minutes drafted the night before the review, a side letter nobody mentioned, revenue booked on unsigned contracts.
A data room in 30 days without stopping the company
Take a standard venture request list and treat it as the exam paper. Days one to ten: collect documents against the list, one owner, one index, no polishing. Days ten to twenty: run the cross-checks, cap table against resolutions, the KRS file and the register, ESOP grants against the approved pool, authors against signed assignments, revenue against signed contracts. Days twenty to thirty: repair what can be repaired, missing corporate approvals where the law allows it, confirmatory IP assignments, updated registers, and write a short disclosure note for the rest. A named issue with a fix and a date costs less in warranties and escrow than the same issue found by the fund’s counsel.
What we recommend now
Within the next two weeks:
- Score your five folders against a public venture due diligence checklist: green, yellow, red. One afternoon with the CFO and counsel covers the first pass.
- Rebuild the cap table from source documents, resolution by resolution, and compare it with the KRS file and the shareholder register. Log every mismatch.
- List everyone who built the product and match each name to a written assignment; start repairs where signatures are missing.
- Have someone outside the founding team read the ESOP and the founders’ agreement and write down every promise that exists only in email or memory.
- Start the disclosure note today for anything that will stay open, with the planned fix and its date next to each item.
Sources: Polish Commercial Companies Code (ISAP)