A practical guide to what a data room is, what goes in it, how much it costs, and which tools are actually worth your time when you're raising.
In this guide
A virtual data room (VDR) is a secure online space where you store and share sensitive business documents with a specific group of people - typically investors, lawyers, or acquirers. Think of it as a locked digital filing cabinet with a visitor log.
Unlike a shared Google Drive folder, a proper data room lets you control exactly who sees what, track every document view, set document-level permissions, add watermarks, and revoke access any time. Some let you set up NDAs that visitors must accept before they can see anything.
VDRs became standard in M&A transactions years ago. Now they're increasingly common in venture fundraising, especially at Series A and beyond, where investors start doing real due diligence.
A quick way to think about it: a pitch deck you email around is public the moment you hit send. A data room gives you visibility and control. You'll know who opened what, for how long, and which page they spent the most time on.
Series A is typically the first significant institutional round of funding a startup raises - usually after a seed round has helped you prove some early traction. At this stage, you're going to professional venture capital firms, not just angels and accelerators.
The median Series A in the US in 2024 was around $10-15M, though ranges vary a lot by sector and geography. What matters more than the number is what investors expect from you at this stage.
At seed, investors often bet on the team and the idea. At Series A, they want evidence. Revenue growth, retention, unit economics, a clear path to scale. And they'll do due diligence - which means they'll want to see your documents, not just your slides.
Series A investors move fast when they're interested - and they stop moving entirely when the process feels disorganized. A data room solves both problems.
Here's what happens without one. An investor asks for your financials. You email a spreadsheet. Two weeks later, their associate asks for the same spreadsheet plus your cap table. You send another email. Then legal gets involved and asks for the same files again. You spend hours tracking down documents, sending updated versions, and wondering who has what.
With a data room, you send one link. Everything is there. You can see who opened it and what they looked at. When they come back with questions, you already know which sections they studied.
There's also a perception angle you shouldn't ignore. Showing up to a Series A process with a well-organized data room signals operational maturity. It tells the investor you've done this before, or at least that you prepared properly.
You don't set up a data room after term sheet. You set it up before you start reaching out to investors, so you're ready the moment someone says "send me your materials."
The exact contents depend on your business, but most Series A data rooms cover the same core categories. Here's a practical checklist.
Don't put everything in at once. Start with what you have, organize it clearly, and expand as the process progresses. A tidy data room with 25 documents beats a messy one with 80.
Setting up a data room doesn't have to be complicated. Here's a practical process that works whether you're using a dedicated tool or a simpler platform.
Pick a platform before you start gathering documents. Trying to migrate files mid-process is painful. Consider what you actually need: secure sharing, document tracking, permissions control, NDA gates, watermarking.
Use the categories from the previous section as your template. Keep folder names clear and consistent. Investors shouldn't have to hunt for your financials.
Start with what you have. Don't delay the process waiting for a perfect model or updated deck. Placeholder folders ("coming soon") are better than sharing an unorganized drive link.
Decide who gets access to what. A common approach: a "teaser" view for early-stage conversations (overview + deck only), and a "full access" view for investors who are deeper in the process. Don't give everyone everything on the first contact.
At minimum, enable viewer tracking. If you're sharing sensitive financials or contracts, enable watermarking and consider adding an NDA gate so visitors must accept terms before accessing documents.
Open the link yourself in an incognito browser. Check that files load correctly, the folder structure makes sense, and your permissions are working as intended.
Send the link. Then actually check your analytics. Knowing an investor opened your deck three times and spent 12 minutes on your financial model is useful context for your next call.
Virtual data room pricing varies enormously depending on the type of product you're looking at. Enterprise VDR software built for M&A transactions can run $400-$2,000+ per month. That's designed for law firms and PE shops running dozens of deals simultaneously - overkill for a startup raising a single Series A.
For startup use cases, there are more sensible options:
A few things to watch for in pricing:
For a typical Series A process - a few months, 20-40 investor contacts, a few hundred documents - you probably don't need to spend more than $150-200/month. Enterprise pricing is for enterprise use cases.
There are a lot of options in this category. Here's an honest overview of the main tools founders actually use.
Tools like Digify, Firmex, Intralinks, and Datasite are purpose-built for secure document sharing. They tend to have more advanced security features - granular permissions, audit logs, watermarking, Q&A modules. The tradeoff is cost and complexity. Most are priced for M&A, not seed-to-Series-A fundraising.
Technically free and you probably already use it. The problem: no proper audit trail, no NDA gating, no document-level analytics, no watermarking. It works for casual sharing but it's not really a data room. Investors know the difference.
Some founders use these for internal documentation and share a public view for early conversations. Again, not really a data room - no security controls, no tracking, no access expiry.
Popular with founders for pitch deck sharing. Good analytics, link-based sharing, decent security. Pricing starts around $45/month for basic plans and scales up for team features and data room functionality.
Ellty positions itself as a pitch deck sharing, analytics, and data room platform built for founders. It offers document tracking, real-time analytics (who viewed, which pages, time spent), secure data room features, NDA gating, dynamic watermarking, granular permissions, and audit logs depending on plan. More on this in the next section.
~ = partial or available on higher plans only
Ellty is built for founders who need to share pitch decks and documents securely, track engagement, and manage a due diligence process without buying enterprise software.
Here's what the plans actually include, so you can decide if it fits your situation:
A few things worth noting honestly:
Ellty works well when you're a startup running a Series A process and need to share a pitch deck, financial model, and a set of due diligence documents with investors. The analytics are particularly useful - knowing an investor opened your deck at 11pm and spent seven minutes on your revenue chart is the kind of signal that shapes how you prepare for the follow-up call.
Ellty is less suited to extremely complex M&A transactions that require features like Q&A modules, dedicated project management within the data room, or highly customized enterprise security workflows. For a startup raising a Series A, that's probably not what you need anyway.
One practical advantage: Ellty doesn't charge per viewer. When you're sharing with 30 investors, per-user pricing from other platforms adds up quickly. Ellty offers data room features without per-user pricing on investor access.
Setup is fast. You can go from signup to a shared, trackable link in under 15 minutes. For founders who've spent weeks configuring enterprise VDR tools, that difference is noticeable.
If you're pre-seed or just starting to explore fundraising, you probably don't need to pay for a data room yet. Here are the realistic options:
Gives you document tracking and real-time analytics at no cost. You can see who viewed your documents and which pages they spent time on. It's a solid starting point before you need the full data room feature set.
Works for basic document sharing but doesn't give you analytics, access control, or security features. Use it for internal organization, not investor sharing.
Good for a lightweight "about us" page or early investor update hub. Not appropriate for sensitive financial documents.
Most free plans have meaningful limitations. Ellty free plan gives you tracking and analytics, which is genuinely useful. But NDA gating, watermarking, and granular permissions are paid features. That's a fair tradeoff - use free to get started and validate the tool, upgrade when the process gets serious.
If an investor is doing real due diligence on a $5M+ check, you should probably be on at least the $149/month Data Room plan. The cost over a 3-month raise process is trivial compared to what's at stake.
A virtual data room is a secure online platform for storing and sharing sensitive business documents with selected parties. Unlike cloud storage, it includes access controls, document tracking, audit trails, and security features like watermarking and NDA gating. They're commonly used for fundraising due diligence, M&A transactions, and legal processes.
Yes, practically speaking. Institutional investors at Series A will request documents, and managing that process over email is messy and unprofessional. A data room keeps everything organized, shows you who's engaged, and signals that you run a tight operation. It's also useful after the raise - you'll already have organized documentation for your board and future rounds.
Series A is typically the first formal institutional funding round for a startup, usually following a seed round. It involves raising from professional VC firms, typically in the $5M-$20M range, and comes with full due diligence. Investors at this stage want to see revenue traction, unit economics, team, and a credible path to scale - not just an idea.
It depends heavily on the type of product. Enterprise M&A platforms can cost $500-$2,000+ per month. Startup-focused tools range from free to around $350/month. Ellty Data Room plan starts at $149/month, which covers NDA gating, watermarking, granular permissions, and viewer tracking - enough for most Series A processes.
Choose your tool, create a folder structure based on the standard categories (company overview, financials, legal, team, product, customers), upload your documents, configure permissions and security settings, test the access link yourself, then share it with investors. The whole setup process can take 2-4 hours if your documents are already organized.
Yes. Ellty offers a free plan with document tracking and real-time analytics. Google Drive is free but lacks proper data room security features. For early-stage conversations, a free tier can work. For actual due diligence with a serious investor, the security and permission controls in a paid plan are worth having.
The core categories are: company overview (pitch deck, one-pager), financials (P&L, financial model, MRR breakdown, unit economics), legal and corporate (incorporation docs, cap table, prior funding docs), team info, product and tech documentation, and customer data. You don't need everything on day one - start with the essentials and expand as the process deepens.
The main differences are tracking, security controls, and access management. Google Drive doesn't tell you who viewed a file, for how long, or which pages they looked at. It doesn't support watermarking, NDA acceptance, document-level permissions, or audit logs. A data room provides all of this. For sharing sensitive startup documents with investors, that gap matters.
Before you start outreach. The worst time to set one up is when an interested investor asks for documents and you're scrambling. Aim to have a functional data room - even a lightweight one - ready before your first investor meeting. You can always add documents as the process progresses.
Yes, both are available on the Data Room plan ($149/month). NDA gating requires visitors to accept a non-disclosure agreement before accessing documents. Dynamic watermarking overlays the viewer's information on documents to discourage unauthorized sharing. These features aren't available on the free or Standard plans.
Both offer document tracking and analytics for pitch deck sharing. Key differences include: Ellty doesn't charge per viewer (DocSend charges per seat on most plans), Ellty includes NDA gating and watermarking on its Data Room plan, and Ellty has a free tier with real analytics. DocSend is a well-established product with a strong reputation for pitch deck sharing. Ellty works well for founders who want data room features without the per-user cost structure.
A virtual data room isn't complicated. It's a secure, organized place to share documents with investors during due diligence. For a Series A process, you need one - the question is which tool fits your situation and what you're willing to spend.
If you're early-stage and want to start tracking pitch deck engagement without spending anything, Ellty free plan is a practical starting point. If you're actively running a Series A or a Series B, and sharing sensitive financial and legal documents, the Data Room plan at $149/month gives you the security and control features that actually matter.
Set it up before you need it. Keep it organized. Use the analytics. And stop emailing documents to investors who may or may not open them - that's information you should have.