NoahGuide
Technical due diligence checklist for startups
Technical due diligence assesses whether the technology can support the plan the company is raising against. Reviewers look at architecture and scalability, code and delivery practice, security and compliance, key-person risk, and the credibility of the roadmap and its costs.
8 min read · Updated 2026-08-06
What is technical due diligence?
It is a structured review — usually one to three weeks, run by an investor's technical advisor or an acquirer — of whether your technology, team and practices can deliver the business plan. It is a risk assessment, not a code beauty contest.
What do investors look at in technical due diligence?
Five areas, in roughly this order of weight: architecture fit for the plan, security and data handling, engineering practice, key-person and dependency risk, and cost trajectory.
| Area | What they ask | Common red flag |
|---|---|---|
| Architecture | Will this support 10x usage? | No answer beyond 'add servers' |
| Security | Who can access customer data? | Shared credentials, no audit trail |
| Delivery | How often do you deploy and how do you roll back? | Manual quarterly releases |
| Team | What happens if one person leaves? | One engineer owns everything |
| Cost | What is your infrastructure cost per customer? | Nobody has calculated it |
| IP & licensing | Do you own the code? | Contractor agreements without IP assignment |
How should a founder prepare for technical due diligence?
Assemble the evidence before you are asked. A prepared data room turns a three-week interrogation into a one-week confirmation, and reviewers read preparation as a signal of operational maturity.
- An architecture diagram, current and one-year target, with the reasoning attached.
- A dependency and vendor list with costs, contracts and renewal dates.
- Access control policy: who can reach production and customer data, and how it is reviewed.
- Incident history with post-mortems and what changed afterwards.
- Backup and restore evidence — including the date you last tested a restore.
- Signed IP assignment for every employee and contractor who touched the code.
- A prioritised technical debt register with cost estimates. Honesty here builds more trust than a clean-looking codebase.
What are the most common technical due diligence red flags?
Concentration risk and undocumented dependence. A single engineer who is the only person able to deploy, or a critical vendor with no contract, worries reviewers far more than legacy code.
- No backups, or backups never tested.
- Customer data accessible to every employee.
- Open-source licences incompatible with commercial distribution.
- No source control history or a repository owned by a personal account.
- Security questionnaires answered by someone who cannot explain the answers.
How long does technical due diligence take?
One to two weeks for a seed or Series A review; three to six weeks for a growth round or an acquisition, where code and licence scanning are usually added. Preparation is the main variable you control.
Frequently asked questions
- Do seed-stage startups go through technical due diligence?
- Lightly — often a single call with a technical partner or advisor. The depth increases sharply from Series A onward, and again at acquisition.
- Will investors read our source code?
- Sometimes a sample, and increasingly an automated scan for licences, secrets and vulnerabilities. Most of the assessment comes from conversation and artifacts rather than from reading code line by line.
- Should you disclose technical debt during diligence?
- Yes. A quantified, prioritised debt register with a plan reads as competence; debt discovered by the reviewer reads as either ignorance or concealment.
From the podcast
Founders who lived this
Code Story episodes where founders work through the same problem in their own words.
Season 12
The AI Control Loop: The Enterprise AI Accountability Moment – with Shayne Higdon of Wallarm
The AI Control Loop: The Enterprise AI Accountability Moment – with Shayne Higdon of Wallarm
Jul 15, 2026 · 27 min
Season 12 · Episode 24
S12 E24 P2: Why Off-the-Shelf APIs Fail Complex Web Workflows and the Blueprint for High-Velocity Product Engineering with Volodymyr & Vitalii Sydorenko, Co-Founders of Gearheart
The Creation Story (and Expansion) of Gearhart
Jun 25, 2026 · 15 min
Season 12 · Episode 24
S12 E24 P1: Why Off-the-Shelf APIs Fail Complex Web Workflows and the Blueprint for High-Velocity Product Engineering with Volodymyr & Vitalii Sydorenko, Co-Founders of Gearheart
The Creation Story (and Expansion) of Gearheart
Jun 23, 2026 · 23 min
Season 12
S12 Bonus: Skillset Mismatch: Fusing Labor Market Signals with Program Catalogs to Build a Real-Time Economic Intelligence Layer with Sushma Vadlamannati, Founder & CEO of zScale
The Intelligence Layer of the Job Economy
Jun 11, 2026 · 22 min
Keep reading
Related guides
Build vs buy: a decision framework for technical leaders
When to build software in-house and when to buy it: a build vs buy framework covering total cost of ownership, differentiation, switching costs and vendor risk.
Managing technical debt without stopping the roadmap
How to identify, quantify and pay down technical debt at a startup without freezing the roadmap — including how to explain the trade-off to non-technical stakeholders.
When to hire a CTO for your startup
When to hire a startup CTO: the signals that you are ready, what the role should own, realistic salary and equity ranges, and how to interview for technical leadership.