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The technical due diligence questions investors actually ask

Updated August 31, 202611 min read
Short answer

Technical due diligence at seed and Series A is mostly four questions: can this team ship, is the code a liability, who owns the intellectual property, and what breaks when usage grows. Investors rarely read your code line by line. They look for evidence that you know its condition, and the answer that costs you the round is not a bad one, it is not knowing.

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Technical due diligence has a reputation for being an audit. It is closer to an interview about your judgment. For a seed round the process usually runs one to two months alongside everything else, and an investor-led review typically costs the fund between ten and forty thousand dollars, which tells you something useful: they are not paying that to find typos. They are paying to find out whether the thing they are buying has a technical liability nobody has priced.

That framing matters, because founders often prepare for the wrong thing. Nobody is going to ask you to defend a variable name. They are going to ask questions where a hesitant answer is itself the finding.

Question one: can this team actually ship?

The most reliable predictor of whether a company survives its next year is whether it can deliver changes without breaking itself. Investors probe this indirectly.

  • How do you get a change from a developer's machine into production, and how long does that take?
  • What happens when a deploy goes wrong? Have you had to roll one back, and what did that look like?
  • What is covered by automated tests, and what is checked by someone remembering to check it?
  • Who is the only person who understands a critical part of the system?

A good answer is specific and unflattering where it should be. Saying that deploys are one command, that you have rolled back twice, and that the payments path is the one area where only one person is confident, is a far stronger answer than claiming everything is smooth. The first sounds like someone who runs the system. The second sounds like someone who has not looked.

Question two: is the code a liability?

This is where AI-assisted development has changed the conversation. It is now a routine question, asked directly, and answering it badly is expensive.

  • How much of this codebase was generated, and what review did it get?
  • What is your process for finding known vulnerabilities in dependencies?
  • Where do secrets live, and has one ever been committed?
  • What is enforced on the server rather than in the interface?

The trap is treating generated code as something to hide. Investors are not troubled by AI-written code; a great deal of it now exists in companies they have already funded. They are troubled by generated code that nobody has audited, because it means the team does not know what it owns.

Question three: do you own what you say you own?

This one kills deals more often than code quality, and it is almost always an administrative failure rather than a technical one.

  • Has every founder, employee and contractor signed an intellectual property assignment?
  • Was any part of this built while someone was employed elsewhere?
  • What open-source licences are in your dependency tree, and are any of them copyleft in a way that affects your product?
  • Who controls the domains, the cloud accounts, and the source repository?

The contractor who built your first version and never signed anything is a genuine problem, and it is much cheaper to fix before a term sheet than during a legal review. Fix it now, while it is a friendly email rather than a negotiation.

Question four: what breaks when this grows?

Investors are buying the next few years, so they ask about the ceiling rather than today's load.

  • What falls over first at ten times current usage, and how do you know?
  • Which database queries are unindexed on tables that will grow?
  • What is your recovery position if the primary database is lost, and when did you last restore from a backup?
  • What do you monitor, and what would tell you the product is down before a customer does?

The backup question deserves particular attention, because the honest answer is very often that backups exist and have never been restored. A backup nobody has tested is a belief, not a control, and saying so plainly while showing a date you tested it is one of the easiest ways to sound like a company that is further along than its stage suggests.

What a strong answer has in common

Across all four areas, the answers that land share a shape. They are specific rather than reassuring. They name the weakest part of the system before being asked. And they point at evidence rather than at confidence.

The question that costs founders the round is not a hard one. It is a reasonable one they cannot answer about their own system.

How to prepare before the process starts

Preparation is mostly assembling things you already have, and finding out which of them are not true.

  1. Write your own answers to the sixteen questions above. The ones you cannot answer are your actual to-do list.
  2. Fix the intellectual property paperwork first, because it takes the longest and depends on other people.
  3. Run a dependency audit and resolve anything critical. This is an afternoon and removes an easy finding.
  4. Restore a backup into a scratch environment and write down the date you did it.
  5. Get an independent check of the technical controls, so that at least part of your answer is evidence rather than assertion.

Where independent evidence helps

You can do all of the above without buying anything, and you should. The one thing you cannot produce on your own is independence. Your assessment of your own security is exactly as persuasive as any founder's assessment of their own security, which is to say it moves nobody.

StackAttest tests the technical controls that come up in these conversations against named standards, grades the strength of the evidence behind each result, and produces a report and a shareable Passport. It is not a substitute for a full diligence process, and we would not claim it is. It answers the technical control questions with evidence, in advance, for a fraction of what the review it shortens tends to cost.

Prepare the technical half of your data room before the process starts.See what a validation covers

Frequently asked questions

How long does technical due diligence take?

For a seed round, usually one to two months running alongside commercial and legal diligence. The technical portion itself is often a few calls and a code review, but scheduling and follow-ups stretch it.

What does technical due diligence cost?

An investor-led seed review commonly runs ten to forty thousand dollars, and angel-led deals sit lower, roughly two to fifteen thousand. The fund normally pays, but the cost shapes how thorough the process is and how much patience there is for surprises.

Will investors reject us for using AI to write code?

Not for using it. Plenty of their portfolio does. The risk is generated code that has never been reviewed, because that is a liability whose size nobody knows, and unknown size is what investors dislike most.

Should we fix everything before diligence starts?

No, and trying to is a poor use of the time. Fix the intellectual property paperwork and anything critical in dependencies, then document the rest honestly. A known, written-down weakness reads as competence. The same weakness discovered by a reviewer reads as a blind spot.

What if we fail something in our own preparation?

That is the preparation working. Finding it yourself, with a plan and a date attached, is a materially better position than a reviewer finding it, and it is the entire reason to check early rather than late.

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