Diligence is not an exam you can cram for. It is a survey of decisions you made over years, read by someone paid to be sceptical.
The good news is that almost nothing on this list is a surprise to the team. Engineers know where the bodies are. What kills deals is not the debt, it is the debt nobody disclosed, found by a stranger, in week three, after you said the architecture was solid.
Run this at least a quarter before you expect to raise or sell. Anything you can fix, fix. Anything you cannot, write down and disclose early. Disclosed problems get priced. Discovered problems get punished.
How to use this honestly. Have an engineer answer, not the founder. Then have a second engineer disagree with the first. The gap between those two answers is roughly what diligence will find.
The five things they check first
Can you explain your architecture in plain English, in under five minutes, without a diagram you made for this meeting?
Is there code in production older than six months, or have you rewritten everything twice?
Do you deploy at least weekly?
Can you describe your last outage and what changed because of it?
Do you know how long a rollback takes, because you have done one?
What you will be asked to produce
Have these ready. Producing them slowly is itself a finding, and it is the cheapest finding to avoid.
Repository access with full history
An architecture diagram an engineer drew
A dependency list or generated SBOM
Twelve months of cloud bills
Incident log or postmortems
Any penetration test or audit, including unflattering ones
Signed IP assignment agreements for everyone who wrote code
Open source policy and a recent scan
Model cards and data provenance, if you ship ML
Ownership: the things that void a deal
Fix these first. They are binary, they are unglamorous, and they are the ones that stop a transaction rather than reprice it.
Every employee who wrote code has a signed IP assignment
Every contractor does too, including the agency you used in year one
Code written before the company existed has been assigned to the company
Domains, trademarks and app store accounts are held by the company, not a founder
No copyleft code is linked into your proprietary codebase
- GPL or AGPL in the wrong place can force disclosure of your source. That removes most of what you are selling.
You know which licences are in your dependency tree, from a scan and not from memory
There is a written policy for adding a dependency
Anything your team contributed to outside projects went through an approval step
Concentration risk
No single person is the only one who understands a critical system
Knowledge is written down somewhere a new hire can find
A new engineer is productive in two to four weeks, and you have recent evidence
Nobody critical is about to vest out and leave
The founder is not the only person who can deploy
The codebase as a stranger sees it
Git history looks like steady work, not three heroic weekends
No single file changes on every commit
Tests exist on the paths that would embarrass you if they broke
Tests actually fail when the code breaks, and you have checked recently
CI runs on every commit and the team does not routinely override it
The README works on a clean machine
Architecture decisions are recorded somewhere, even briefly
You can name your top three areas of technical debt without looking
AI-assisted code
You know roughly how much of the codebase was AI-generated
Someone on the team can explain the AI-heavy parts without the assistant open
Generated code was reviewed by a human, and the review is visible in history
Tests around generated code were written by a person
You have debugged a production issue inside generated code at least once
If a model runs in production, you know the cost per request and what happens on an outage
Operations
You can answer “what if the primary database dies” with a procedure, not a hope
Backups are tested by restoring them, on a schedule
Rollback is tested and timed
Secrets are not in the repository, including in the history
Credentials can be rotated without downtime
Access is scoped, and not everyone is an admin
There is an incident runbook, even a short one
Money
Cloud spend is proportional to revenue and you can show the trend
You know cost per user or per transaction
No forgotten environments running at full size
Committed spend agreements are documented with end dates
You can explain any line of the bill that grew faster than usage
Disclose, do not hide
List everything on this page you failed
For each, write one line: what it is, what it costs to fix, when you will
Decide now what you will volunteer in week one
- Volunteering a known problem converts it from a discovery into a plan. It is the cheapest credibility you can buy.
Make sure your CTO and your deck agree with each other
Make sure your team gives the same answer you do
The honest question
If a competent stranger spent two weeks in your systems, what would they find that you have not told anyone?
What would it cost to fix that before they look?
Is that less than what it will cost you in valuation if they find it?
Written by Cisco Caceres. Updated 2026-08-18. If you want this run on a real target rather than run by you, that is a Reality Check.