The process

A technical due diligence checklist

A technical due diligence checklist is a working list of the questions to ask and the artifacts to gather in each area of a review, organised so that nothing is skipped under deal pressure and so that targets can be compared on the same terms. This one covers the five core areas (code quality, architecture and scalability, the engineering team, security and compliance, technical debt) plus the three that now appear in most reviews: open source licences, cloud cost, and AI-written code. Every item pairs a question with the artifact that proves the answer, and the last section turns the answers into a priced decision.

Published July 27, 2026. Updated September 17, 2026. Editorial.

Key takeaways

  • Work through eight areas: code quality, architecture, team, security and compliance, technical debt, open source licences, cloud cost, and AI-written code.
  • For each item gather a real artifact or a specific answer rather than a reassurance, and mark it verified or reported.
  • Published checklists agree on the topics: madewithlove's five areas and Matt Van Itallie's seven TechCrunch categories cover the same areas this page does.
  • Score each finding by cost and time to fix, so the output is a priced list the deal team can use rather than a long, unsorted list of observations.

A checklist does two things under deal pressure. It stops you forgetting an area, and it gives you a consistent way to compare targets. The list below is organised by area, and each item pairs a question with the artifact that proves the answer. Treat it as a set of questions to answer with evidence rather than a form to tick. The main guide explains why the areas belong together, and how to run technical due diligence covers the process around the list.

How should a technical due diligence checklist be organised?

Organise it by area, with a question, an artifact and a verification method for every item. The published checklists agree on the topics even where they name them differently. madewithlove's May 2024 guide assesses five areas: infrastructure, code quality, scalability, team and workflow, and security and compliance. Matt Van Itallie's October 2022 TechCrunch checklist, written from the founder's side, groups its requests into product roadmap, code quality, intellectual property, security, development process, engineering team contributions and DevOps. A 2023 Hacker News thread sharing a 100-question diligence checklist reached 253 points, and its most-upvoted criticism was that the list had no technical section at all.

Reveneau's diligence checklist adds three columns to the usual two: the question, the artifact that answers it, and how the reviewer verified it, because the difference between a claim and a verified claim is the whole value of the review. The questionnaire is the version of this list that goes to the target as a request, and the engineering artifacts for the data room page describes each artifact and what a good one looks like.

What does the checklist ask about code quality?

It asks how fast and safely the team releases a small change, and it asks to see the evidence run.

Question Artifact to gather How to verify
What are your five DORA delivery numbers for the last twelve months? A dashboard or export: change lead time, deployment frequency, failed deployment recovery time, change fail rate, deployment rework rate Compare with the release log
What share of the code is covered by automated tests? A coverage report Watch the suite run, on the reviewer's schedule
How is a change reviewed before it merges? The pull request history for the last quarter Look for reviewers who change other people's code
How large is a typical change? The same history Google's guidance puts a reasonable change near 100 lines and 1,000 as too large
What happens between merged and live? The pipeline definition, the release runbook Ask an engineer to explain each step

The assessing code quality page explains what good answers sound like and what the DORA metrics mean.

What does it ask about architecture and scalability?

It asks the team to explain the system as it is today and to name what breaks first.

Question Artifact to gather How to verify
Explain the architecture and where user data lives A current diagram A live explanation compared with the diagram
What breaks first as we grow, and at what scale? The team's own answer, in writing Check it against the incident history
What are your service level objectives and your error budget? The objectives, the dashboards Ask for the last month's numbers
Describe a recent outage Three recent postmortems Check the follow-up actions were completed
What does the infrastructure cost, and how does it change with users? Twelve months of bills, split by product and environment Rebuild cost per customer from the bill

The assessing architecture and scalability page covers what to listen for, and the cloud cost due diligence page covers the last row in detail.

What does it ask about the engineering team?

It asks who holds the knowledge, how senior the people are, and how they behave when something goes wrong.

Question Artifact to gather How to verify
Who are the senior people, and do they work on the core? An org chart with seniority and tenure Commit history for the core service
If this one person left tomorrow, what would happen? The team's answer Who else has changed the core in the last quarter
Where is the knowledge written down? Design documents, runbooks, specifications Read one and check it matches the code
Explain a hard technical decision in plain language A conversation with the engineers rather than only the executives Clarity of the explanation
Who has left in the last twelve months, and why? A leavers list References where possible
Who reads generated code before it merges, and what checks it? The review policy, the pipeline See the checks run

The assessing the engineering team page covers this in detail, since the team is the asset that produces every future version.

What does it ask about security and compliance?

It asks the six basic security questions first, then compares the controls with a published framework.

Question Artifact to gather How to verify
Who can reach production and customer data, and how is that controlled? The access model, the list of accounts with production access Read it from the access system
Where are secrets stored? The secrets management setup Search the repository history for keys
How are systems and dependencies patched? The patching policy, the dependency inventory and its date Check against CISA's Known Exploited Vulnerabilities catalogue
Is sensitive data encrypted in storage and in transit? The data classification and encryption settings Query a table
What would detect an attack, and when was a restore last tested? Monitoring alerts, the last restore test date Ask for the alert that fired most recently
Which standards apply, which do you hold, and when was the last report? The SOC 2 or equivalent report with its date Read the report
What security incidents have you had, and what changed? The incident log and write-ups Compare the team's account with the record

Map the answers against the OWASP Top 10:2025 (from broken access control at A01 to mishandling of exceptional conditions at A10) and against the six functions of NIST's Cybersecurity Framework 2.0 (Govern, Identify, Protect, Detect, Respond, Recover). The assessing security and compliance page explains why these are liabilities you inherit and how the disclosure deadlines work.

What does it ask about technical debt?

It asks the team to list its own debt and then checks whether releases are slowing.

Question Artifact to gather How to verify
Is it getting harder to release changes, and which part of the code is hardest to change? The team's answer The DORA lead time trend over twelve months
What would you fix with three months of only debt repair? The team's list, ideally a debt register Where the items are: core system or minor features
How much of your time goes to working around problems in the codebase? The team's estimate The share of fix and hotfix changes in the history
Is debt repair part of how you plan? Planning records, roadmap Look for debt items that were completed

The assessing technical debt page covers how to sort what you find using Fowler's quadrant.

What does it ask about open source, cloud cost and AI-written code?

These three sections are newer and now appear in most reviews.

Open source licences. Morgan Lewis's June 2026 note on open source in M&A diligence lists the questions a buyer's counsel asks: whether the company has a written open source policy, whether staff are trained on licence obligations, whether the company contributes to outside projects, how it tracks the open source it uses, whether it scans the codebase, and how it approves software under copyleft licences such as the GPL. Gather the scan output and the policy. The open source licence due diligence page covers the licence classes and the remediation options.

Cloud cost. Gather twelve months of bills split by product, customer and environment, the name of the person responsible for the bill, and the answer to "what happens to cost if traffic doubles". The cloud cost due diligence page shows how to rebuild gross margin from the bill, and the SaaS metrics versus engineering reality page covers what to do when the bill and the model disagree.

AI-written code. Gather the specifications the code was generated from, the review policy, and the evaluation suite if one exists, and watch it run. Google's October 2024 DORA report associated a 25 percent increase in AI adoption with a 7.2 percent decrease in delivery stability, so the question is what catches the almost-right code. The eval suite as a diligence artifact page covers what a good one looks like, and how to evaluate a vendor's eval suite covers the same question for a supplier.

How do you turn the list into a decision?

Do two things once every area is done.

  1. Mark each finding verified or reported. A finding you confirmed yourself, by watching a test suite run or reading an incident record, is more reliable than a claim taken from a slide. A target reluctant to let you verify is itself a finding.
  2. Score each finding by cost and time to fix. That turns a long, unsorted list of observations into a priced, ranked list, which is the real output of diligence.
Score Meaning Where it goes
Routine Known repair, weeks, any competent team First-hundred-days plan
Material Months of senior effort, or a commercial timeline such as a certification Price and the first-year plan
Structural Cannot be sized yet, or points to the team or culture Terms, or a warning sign

The report structure and template page shows how the scored list is written up, and the scope by stage page says which sections of this checklist apply at seed, at Series A and B, and at growth or buyout.

Best for

  • Any deal where the software is a meaningful part of the value
  • Comparing several targets on the same terms
  • A reviewer who needs the artifact list before the first call with the target

Avoid if

  • You need the request list formatted for the target, which is the questionnaire page
  • The deal is pre-seed, where the angel guide's one-hour check fits better than this list

Check before you decide

  • Confirm you saw the test suite, release history and architecture yourself rather than on slides
  • Confirm the compliance certifications the thesis needs are current, with a report date
  • Confirm at least two people have changed the core system in the last quarter

Common questions

What should a technical due diligence checklist cover?

A technical due diligence checklist should cover code quality, architecture and scalability, the engineering team, security and compliance, and technical debt, plus open source licences, cloud cost, and AI-written code. Matt Van Itallie's October 2022 TechCrunch checklist groups the same topics into product roadmap, code quality, intellectual property, security, development process, engineering team contributions and DevOps. Each item needs an artifact and a verification method.

How do you use a technical due diligence checklist well?

Treat it as a set of questions to answer with real artifacts rather than a form to tick, mark each finding as verified or reported, and score each by cost and time to fix. madewithlove's May 2024 guide covers the same topics as five areas over two weeks with up to eight interviews, which is a reasonable pace: one area per day, with the artifacts requested before the first call.

Which checklist items matter most?

The team and security items matter most, because those have the risks that are hardest and slowest to fix after close. Key-person risk takes months and the person's cooperation to resolve, and a missing SOC 2 report takes months of work plus an outside audit to earn. Google's October 2024 DORA report adds a third: the checks on AI-written code, since a 25 percent rise in AI adoption was associated with a 7.2 percent fall in delivery stability.

What artifacts should a technical due diligence checklist require?

A live run of the test suite, the release history, the five DORA delivery numbers, a current architecture diagram, three recent postmortems, twelve months of cloud bills, an org chart with seniority and tenure, the access model, the dependency inventory with its date, the latest compliance report with its date, the open source scan and policy, and the team's own list of its worst technical debt. Real artifacts are more reliable than reassurances given in a meeting.

Why separate verified findings from reported ones on a checklist?

Because a claim you confirmed yourself, such as watching a test suite run or reading an incident record, is far more reliable than a claim taken from a slide. Marking each item verified or reported keeps the final list honest about what you saw. Andreessen Horowitz's August 2022 data room guide lists five items a founder should include and no technical category, so most engineering evidence has to be requested and checked separately anyway.

How should a checklist finding be scored?

Score each finding as routine, material or structural. Routine is a known repair of weeks that any competent team can do, and it goes into the first-hundred-days plan. Material is months of senior effort or a commercial timeline such as a certification, and it goes into the price. Structural cannot be sized yet or points to the team or culture, and it goes into the terms. madewithlove's May 2024 guide describes its report as ranking risks by likely impact for the same reason.

What does it mean if a target will not let you verify a checklist item?

It is a finding in its own right. A target reluctant to give access to its test suite, incident history, or engineers is behaving differently from a team confident in its own systems. The 2016 Hacker News thread on startup technical diligence, at 287 points, carried a reviewer's answer that fits here: bad investments use up partners' time, which is the one thing a fund cannot make more of, so the reluctance is worth considering alongside whatever the item would have shown.

Does a technical due diligence checklist need an open source section?

Yes. Morgan Lewis's June 2026 note on open source in M&A diligence lists what a buyer's counsel asks: a written open source policy, training on licence obligations, a policy on contributing to outside projects, tracking of the open source in use, regular scans, and an approval process for copyleft licences such as the GPL. Gather the scan output and the policy, and treat a company that has never scanned as having unmeasured licence risk.

Can a technical due diligence checklist replace judgment?

No. The checklist keeps a review complete under deal pressure and gives a consistent way to compare targets, but the judgment happens in scoring each finding against the specific deal thesis. A 2023 Hacker News thread sharing a 100-question diligence checklist reached 253 points, and its most-upvoted comment noted the list had no technical section at all, which is the gap a checklist prevents and a reviewer still has to interpret.

How does the checklist change for an AI-written codebase?

It adds three artifacts: the specifications the code was generated from, the review policy for generated changes, and the evaluation suite that checks generated code before it merges, watched running. Google's October 2024 DORA report associated a 25 percent increase in AI adoption with a 1.5 percent decrease in delivery throughput and a 7.2 percent decrease in stability, so the question the checklist asks is what catches the almost-right code before production.