You’ve made it past the partner meeting. The term sheet is looking likely. Then you hear those words: “We’d like to conduct technical due diligence.”
For many founders (especially non-technical ones) this triggers panic. What will they find? What do they even look for? How do you prepare?
This guide explains technical due diligence (TDD): what investors evaluate, how to prepare, and a complete checklist so you know exactly what to expect.
What is Technical Due Diligence?
Technical due diligence is an assessment of a company’s technology, engineering team, and technical processes. It’s typically conducted by investors before finalizing an investment, or by acquirers before completing an acquisition.
The goal isn’t to find perfect code (that doesn’t exist). The goal is to:
- Verify claims made during fundraising
- Identify risks that could affect the investment
- Understand technical capabilities and limitations
- Assess the team’s ability to execute the roadmap
- Uncover surprises before they become problems
According to The Codev’s 2025 analysis, “more investors are prioritizing tech due diligence as a deciding factor in startup investment choices.”
Who Conducts Technical Due Diligence?
Depending on the investor and deal size:
- Internal technical partners at the VC firm
- Portfolio company CTOs asked to review as a favor
- Third-party consulting firms specializing in TDD
- Independent technical advisors hired for the assessment
Larger deals (Series B+) typically involve more formal, structured assessments. Seed-stage deals may be informal conversations with a technical partner.
What Investors Look For
1. Code Quality and Architecture
What they assess:
- Is the codebase maintainable and well-organized?
- Are there consistent coding standards and patterns?
- Is the architecture appropriate for the current scale?
- Can it scale to the projected growth?
What they don’t expect:
- Perfect code (no such thing)
- Zero technical debt (unrealistic)
- Cutting-edge architecture (often a red flag)
Red flags:
- Spaghetti code with no structure
- No version control or poor practices
- Extreme technical debt without a plan
- Architecture that can’t grow
2. Security and Data Protection
What they assess:
- How is sensitive data stored and protected?
- Are there authentication and authorization controls?
- Has there been security testing (penetration testing, vulnerability scans)?
- Is there an incident response plan?
- Are compliance requirements understood and addressed?
2025 expectations:
- Basic encryption (at rest and in transit) is table stakes
- Multi-factor authentication should be available
- Data handling should comply with relevant regulations (GDPR, CCPA)
- Security shouldn’t be an afterthought
Red flags:
- Plaintext passwords or sensitive data
- No access controls between users
- Missing security basics (HTTPS, input validation)
- Compliance violations for your industry
3. Infrastructure and Operations
What they assess:
- How is the application deployed and hosted?
- Is there monitoring and alerting?
- What’s the uptime history?
- How are deployments handled?
- Is there disaster recovery capability?
What good looks like:
- Automated deployments (CI/CD)
- Basic monitoring and alerting
- Documented infrastructure (Infrastructure as Code is nice but not required)
- Ability to recover from failures
Red flags:
- Manual, undocumented deployments
- No monitoring (flying blind)
- Single points of failure with no recovery plan
- Frequent outages without clear causes
4. Development Processes
What they assess:
- How does the team plan and prioritize work?
- Is there code review?
- How is quality ensured (testing, QA)?
- How fast can the team ship?
- How are bugs and issues handled?
What good looks like:
- Some form of sprint/iteration planning
- Code reviews before merging
- Automated tests for critical paths
- Regular releases (weekly or faster)
- Bug tracking and prioritization
Red flags:
- No process (chaos shipping)
- Code going directly to production without review
- No testing at all
- Releases are rare and painful
5. Team and Organization
What they assess:
- Does the team have the skills to execute the roadmap?
- Is there appropriate technical leadership?
- How is knowledge distributed (bus factor)?
- Is there a plan for scaling the team?
- What’s the team’s velocity and output?
What good looks like:
- Skills match current and near-term needs
- Clear ownership of technical areas
- Knowledge shared across team members
- Realistic hiring plan for growth
Red flags:
- Critical skills missing for the roadmap
- One person knows everything (single point of failure)
- Technical leadership gaps
- Unrealistic team growth plans
6. Product and Roadmap
What they assess:
- Is the current product functional and stable?
- Does the roadmap align with business goals?
- Is the roadmap technically feasible?
- Are estimates reasonable?
- What are the major technical risks?
What good looks like:
- Product that works for its intended users
- Clear prioritization based on business value
- Realistic timeline estimates
- Known risks with mitigation plans
Red flags:
- Core product is unstable or broken
- Roadmap requires impossible technology
- Estimates are wildly optimistic
- Major risks with no awareness
The Technical Due Diligence Checklist
Use this checklist to prepare for TDD:
Documentation to Prepare
- Architecture diagram showing major components and how they interact
- Tech stack overview listing technologies used and why
- Infrastructure documentation (hosting, services, costs)
- Security practices document (authentication, encryption, compliance)
- Development process documentation (how code gets from idea to production)
- Team structure and skills matrix
- Roadmap with technical milestones
- Known technical debt and remediation plans
Code and Repository Access
- Grant repository access (read-only is fine)
- Prepare to walk through key code areas
- Document deployment process
- Have CI/CD pipeline logs available
- Show test coverage reports
- Have dependency audit available
Infrastructure and Operations
- Uptime metrics and history
- Performance metrics (response times, error rates)
- Incident history and post-mortems
- Cost breakdown by service
- Scaling approach and limits
- Backup and recovery procedures
Security
- Security audit results (if any)
- Penetration test results (if any)
- Compliance certifications (SOC 2, GDPR, etc.)
- Data handling policies
- Access control documentation
- Encryption approach
Team
- Org chart with roles and responsibilities
- Skills inventory
- Hiring plan
- Onboarding process
- Velocity metrics (if tracked)
How to Prepare for Technical Due Diligence
1. Start Early
Don’t wait until the term sheet to think about TDD. Start preparing months before fundraising:
- Document your architecture and decisions
- Address obvious security gaps
- Improve development processes
- Clean up technical debt (prioritize visible issues)
2. Be Honest About Issues
Investors expect imperfect code. What they don’t tolerate is:
- Hiding significant issues
- Being unaware of problems
- Having no plan to address them
If you have technical debt, acknowledge it and explain your plan. If you’ve had security incidents, disclose them and show what you learned.
3. Have Technical Leadership Present
TDD conversations should include your CTO, VP Engineering, or senior technical leader. They should be able to:
- Walk through architecture decisions and rationale
- Explain the roadmap’s technical feasibility
- Discuss team capabilities and gaps
- Answer detailed technical questions
If you’re non-technical, consider bringing a fractional CTO for the process.
4. Set Up a Data Room
Create a secure folder (Google Drive, Notion, or dedicated data room software) with:
- All documentation listed above
- Read-only repository access
- Access credentials for demo environments
- Contact information for follow-up questions
5. Anticipate Questions
Prepare answers for common TDD questions:
- “Why did you choose this tech stack?”
- “What’s your biggest technical risk?”
- “How would you handle 10x growth?”
- “What happens if [key person] leaves?”
- “What’s your security posture?”
- “How do you ensure code quality?”
What Happens During TDD
Typical Process
- Kickoff call: Introductions, scope discussion, access arrangements
- Documentation review: Assessor reviews materials you’ve provided
- Code review: Deep dive into representative code areas
- Technical interviews: Conversations with CTO/engineers
- Infrastructure review: Understanding deployment and operations
- Security assessment: Review of security practices and data handling
- Findings presentation: Summary of observations and concerns
- Q&A and clarification: Address any issues raised
Timeline
- Seed stage: May be informal, 1-2 weeks
- Series A: More structured, 2-4 weeks
- Series B+: Comprehensive, 4-8 weeks
- Acquisition: Very thorough, 8-12+ weeks
Passing vs. Failing TDD
What “Passing” Looks Like
There’s rarely a pass/fail verdict. Instead, investors use TDD to:
- Confirm the deal proceeds as planned
- Adjust terms based on findings
- Add conditions (e.g., specific hires or fixes required)
- Walk away if issues are severe
Most companies pass with observations and recommendations. The bar isn’t perfection. It’s “appropriate for stage with reasonable plans.”
What Causes Deals to Fall Apart
Serious issues that kill deals:
- Material misrepresentation: You said X, but reality is Y
- Undisclosed liabilities: Security breaches, compliance violations
- Fundamental technical risk: The product can’t do what’s claimed
- Team capability gaps: Nobody can build what’s on the roadmap
- Insurmountable debt: Requires complete rewrite to proceed
Minor issues that don’t kill deals:
- Normal technical debt
- Missing documentation
- Some process gaps
- Skills gaps with a plan to hire
- Infrastructure that needs improvement
Key Takeaways
- Technical due diligence is standard for Series A+ investments
- Investors look for appropriateness for stage, not perfection
- Key areas: code quality, security, infrastructure, process, team, roadmap
- Prepare early by documenting and addressing obvious issues
- Be honest about problems. Hiding them is worse than having them
- Have technical leadership available for the process
- Set up a data room with comprehensive documentation
- Most companies pass with recommendations, not failures
TDD isn’t meant to catch you out. It’s meant to give investors confidence. Approach it as an opportunity to showcase your technical capabilities, not a test to survive.
Need help preparing for technical due diligence? Get matched with experienced technical leaders who can help you put your best foot forward.