Due diligence is not an audit; it's a structured search for reasons to reprice. Once you see it that way, preparation stops being paperwork and becomes negotiation — every gap you find and fix on your own terms is leverage removed from the other side of the table. Here's what the search actually covers, and the self-check to run before anyone else does.
| Workstream | What they're really asking | What they'll request |
|---|---|---|
| Financial | Are the numbers real, and is the rhythm credible? | 3 years' accounts, monthly MI, 13-week cash, the model, debtor/creditor detail |
| Commercial | Does the growth story survive contact with data? | Pipeline, cohorts, retention, concentration, contracts with top customers |
| Legal | Who actually owns what, and what bites later? | Cap table, options, IP assignment, key contracts, disputes, property |
| Governance & management | Is this a company or a founder with helpers? | Minutes 24 months back, matters reserved, org chart, incentives, references |
| Operational / technical | Does it run without heroics? | Systems, security posture, key-person dependencies, suppliers |
These mirror the pillars institutional diligence scores hardest at SME scale:
Score yourself properly on the Investment Readiness Scorecard — it grades all five pillars and hands you the gap list in priority order.
Documents can be sprinted; track records can't. Six months of clean MI takes six months. Minutes need meetings to have happened. That's why readiness ideally starts 12–18 months before completion — the Raise Timeline Planner works your target date backwards and names the week the clock really starts.
Rarely fraud; usually friction: a tangled cap table, an unassigned piece of IP, customer concentration nobody framed, numbers that move between drafts, a data room that takes three weeks to answer one question. Each is survivable — and each, discovered by them rather than disclosed by you, costs either price or trust. The readiness programme exists to make sure it's neither.
Five questions if you want structure. One email if you'd rather talk. Either way, a straight answer about what your board needs.