What should be in a startup data room for European investors?

A data room holds the documents behind every claim a company makes: corporate records, the shareholders' register and every instrument that converts into shares, intellectual property, customer contracts, employment, tax filings and data protection. For a company with a parent outside Europe, add the documents that connect the two entities.

A data room is a folder structure, not a document. Its only job is to let someone else verify a claim without asking you first. This list is written for a company whose parent sits outside Europe and whose European entity is young, because that is where the folders look different from the standard template.

It is general information about what investors ask for. It is not legal, tax or investment advice, and no arrangement of files decides an outcome.

Company and ownership

• Deed of incorporation and the current articles of association of the European company, with an English translation if the original is in Dutch.
• A recent Business Register extract from KvK, the Dutch Chamber of Commerce. A digitally certified extract is official proof of registration and is available in Dutch and in English.
• The shareholders' register, complete and current. The civil-law notary hands it over at incorporation, and the company keeps it from then on.
• A structure chart showing the parent, the European company and anything in between, with the shareholding at each level.
• Proof of the ultimate beneficial owner filing with KvK: the people who own more than 25% of the shares, hold more than 25% of the voting rights, or are the statutory directors.
• Board and shareholder resolutions for everything that needed one, including earlier share issues.

Sources:
Business.gov.nl, Private limited company (BV) in the Netherlands
Business.gov.nl, UBO register for ultimate beneficial owner
KVK, Order a KVK Business Register extract

Everything that can become a share

• Every convertible loan, note or similar instrument, signed, with its discount, cap and conversion terms.
• The option plan, the size of the pool, and a list of grants that separates what is granted from what was only promised.
• Any side letter or agreement with an early contributor, advisor or accelerator that mentions equity.
• A single spreadsheet that reconciles all of the above with the shareholders' register.

Technology and intellectual property

• A list of patents, trademarks and domain names with the registered owner named for each one.
• The licence or assignment between the parent and the European company, if the technology is owned by the parent, including its term and its price.
• Assignment of rights from every founder, employee and contractor who wrote code or made designs.
• A list of open-source components and the licences they carry.

Commercial, people and money

• The customer and supplier contracts that carry the revenue, with the signing entity clearly visible on each.
• Employment contracts, and a list of staff showing which company employs each person and in which country they work.
• Payroll and tax registrations for the European company, and its filed annual accounts if it has any.
• Agreements and invoices for any service, cost or licence that flows between the parent and the European company.
• A record of what personal data leaves Europe, where it goes, and on what basis. The European Commission publishes the list of countries it has found to offer an adequate level of protection.

Source: European Commission, Adequacy decisions

How to keep it usable

Name files so the folder can be read without you in the room, give each folder an index that says what is there and what is deliberately missing, and keep one version of every document rather than three. A second copy of a contract that differs from the first is read as a finding, not as a filing habit.

What the documents are used for is in what European investors check in due diligence, and the gaps that turn up most often in due diligence red flags. Which entity should own what, before any of this is filed, is a setup question: see the Dutch holding BV.

Sources

1. Business.gov.nl, Private limited company (BV) in the Netherlands, checked 22 September 2026
2. Business.gov.nl, UBO register for ultimate beneficial owner, checked 22 September 2026
3. KVK, Order a KVK Business Register extract, checked 22 September 2026
4. European Commission, Adequacy decisions, checked 22 September 2026

Checked on 22 September 2026. This page is general information, not legal, tax or investment advice. Rules change: check the official source, or ask an adviser, before you act on it.