Can I answer "not applicable"?

Yes, and it is often the right answer, but write the reason in one line. "Not applicable: we have no debt" closes the request. A bare "N/A" invites a follow-up asking whether you checked. The same goes for "none": "No litigation, pending or threatened, as of today" is an answer counsel can rely on.

What if a document is missing entirely?

Say so early, with a plan. A missing board consent can be ratified, a missing IP assignment can be signed, a missing 83(b) election cannot be fixed at all and needs disclosing. Counsel has seen all of these. What damages trust is discovering a gap in week three that you knew about in week one.

Should I answer in the order of the list or do the easy items first?

Start the slow items first, then answer in list order. The slow items are the ones that depend on someone else: your lawyer, your accountant, a former employee, a board vote. Send the easy answers in one batch on day two so the other side sees progress, and keep the tracker current so nobody has to ask.

How do I stop the list from growing?

Answer the question asked. Every extra document you volunteer is a new thing to read and a new source of follow-up questions. Give each request one answer in one place, and when a follow-up arrives, add it to the same tracker with its own number rather than answering in an email thread that nobody will find later.

Who on our side should run it?

One person, usually the CEO or whoever runs finance, with authority to chase the lawyer and the accountant. Splitting the list across a team without an owner produces three versions of the cap table and no tracker.

Guide

You just got a due diligence request list: how to answer it in five working days

Answer every line, in the order the list is written, with one of three things: the document, a short statement that it does not exist and why, or a date when it will. Sort the list first into what you already have, what you can produce in a day, and what needs someone else, and start the third group on day one because it sets the timeline. A request list from investor counsel usually runs 60 to 150 lines, and most of them are standard; the ones that slow a closing are the handful that need a lawyer, an accountant or a board action. Keep one tracker with the request number, the answer and the date sent, so both sides are working from the same list.

By Vanward. Published 2026-09-27. Updated 2026-09-27.

The term sheet is signed and the request list arrives the same week, usually as a spreadsheet from the investor's counsel. It looks long. Most of it you already have somewhere, and the work is putting each answer next to its request so the other side can check it off.

Day one: sort the list into three groups

Group	Typical requests	What to do
Already on file	Formation documents, bylaws, cap table, financials, the deck, customer list	Match each file to its request number; send in one batch on day two
A day of work	Revenue by customer, headcount census, list of material contracts, bank statements	Pull from the books or payroll, check the totals against the financials, send by day three
Needs someone else	Board consents, IP assignments, 409A, tax filings, litigation confirmation	Email your lawyer and accountant on day one with the exact request numbers

Write answers counsel can rely on

Three kinds of answer, nothing else

The document. A one-line statement that it does not exist, with the reason. Or the date it will arrive, and who is producing it. An answer that says "we will look into it" is not an answer, and it will come back as a follow-up.

Make totals agree

The same number shows up in several places: revenue in the financials, in the revenue by customer schedule and in the deck. When they differ, even for a good reason like a recognition timing difference, explain it before you are asked. A reconciled difference is routine. An unexplained one starts a thread.

A worked example

Halyard Systems, a fictional software company, received a 94-line list on a Monday. By Monday afternoon it had 61 lines matched to documents already on file, 21 needing a pull from the books, and 12 needing counsel or the accountant, including two contractor IP assignments that had never been signed. The contractors signed on Wednesday. The first batch went out on Tuesday, the second on Thursday, and the tracker showed 90 of 94 closed by Friday, with the last four dated for the following Wednesday.

Keep one tracker

Request number, the request as written, your answer, the file, the date sent and who sent it. Share it with the other side and update it the day anything moves. When the list is done, keep it: the next round's request list will look very similar, and the answers you already wrote are most of the work.

Questions founders ask

Can I answer "not applicable"?: Yes, and it is often the right answer, but write the reason in one line. "Not applicable: we have no debt" closes the request. A bare "N/A" invites a follow-up asking whether you checked. The same goes for "none": "No litigation, pending or threatened, as of today" is an answer counsel can rely on.
What if a document is missing entirely?: Say so early, with a plan. A missing board consent can be ratified, a missing IP assignment can be signed, a missing 83(b) election cannot be fixed at all and needs disclosing. Counsel has seen all of these. What damages trust is discovering a gap in week three that you knew about in week one.
Should I answer in the order of the list or do the easy items first?: Start the slow items first, then answer in list order. The slow items are the ones that depend on someone else: your lawyer, your accountant, a former employee, a board vote. Send the easy answers in one batch on day two so the other side sees progress, and keep the tracker current so nobody has to ask.
How do I stop the list from growing?: Answer the question asked. Every extra document you volunteer is a new thing to read and a new source of follow-up questions. Give each request one answer in one place, and when a follow-up arrives, add it to the same tracker with its own number rather than answering in an email thread that nobody will find later.
Who on our side should run it?: One person, usually the CEO or whoever runs finance, with authority to chase the lawyer and the accountant. Splitting the list across a team without an owner produces three versions of the cap table and no tracker.