Answer
What investor due diligence is
What is due diligence when raising investment in the UK?
Due diligence is the investor's check that what you told them is true. GOV.UK shows what they can read for free: Companies House details, officers and mortgage charges, plus the trade mark register. HMRC also tells investors to do their own due diligence, because advance assurance is not an endorsement.
Last reviewed 24 October 2026. Written by HAM Agency.
Due diligence is the part of a raise that happens after the investor likes you. They stop listening to the story and start reading the records, and they are looking for any place where the two disagree.
What it is
It is the investor's check, and it is theirs, not yours. HMRC says so itself. Its guidance on advance assurance tells investors to consider conducting their own due diligence before proceeding, because assurance is given only on certain scheme conditions, using the information the company provided. HMRC says it should not be taken as a more general endorsement or as an indication of how the investment will perform.
So even a company with a letter from HMRC gets checked. The letter answers one question. The investor has others.
Where the answers sit
Some of the checking needs nothing from you. These pages say what is public.
| The investor asks | Where it sits | What the source says |
|---|---|---|
| Is the company what the deck says? | Companies House | Anyone can get company information, such as the registered address and date of incorporation, for free |
| Who runs it, and who ran it? | Companies House | Current and resigned officers are listed |
| What was it called before, and has it been in trouble? | Companies House | Previous company names and insolvency information are shown |
| Is there borrowing secured on it? | Companies House | Mortgage charge data is shown |
| Who owns it? | Company records and the register | Companies House says a person with significant control is usually anyone with more than 25% of the shares or voting rights, and PSCs must be recorded |
| Does the brand belong to the company? | Intellectual Property Office | The trade mark search finds who owns a trade mark |
The first four rows are one free search on Companies House. The last is a second search on the Intellectual Property Office's register.
What they ask you for
The registers cover what has been filed. Everything else comes from you, and it is the same documents HMRC asks a company to send with an advance assurance application: the business plan and forecasts, the latest accounts, the memorandum and articles, the register of members, and any agreements between the company and its shareholders.
An investor's adviser reads those against each other. The register of members should match the cap table and the PSC entries. The accounts should be where the forecast starts. The articles should say what the deck says about who can decide what.
What to do before they start
- Search your own company and your own trade marks, and read the results as a stranger would.
- Check that your register of members, your cap table and your PSC entries tell the same story. Companies House says the register of members is where to look for shareholder and voting information.
- Put the documents in one folder in the order an adviser would ask for them. Our seed data room checklist lists them.
- If you're raising under SEIS or EIS, your accountant confirms whether the company and the round fit, and what to send HMRC.
Raise Ready prepares that pack with you, then reads it the way the adviser will. See what we build.
Questions
Is due diligence a legal requirement?
Not in the sense of a filing you have to make. It is the investor's own check before they put money in. HMRC's guidance on advance assurance says investors should consider conducting their own due diligence before proceeding. Your solicitor can tell you what a particular investor or agreement will ask for.
Does HMRC advance assurance replace due diligence?
No. HMRC says advance assurance covers only certain conditions of the scheme, based on the information the company gave. It says the assurance should not be taken as a more general endorsement or as an indication of investment performance. Your accountant confirms what it does cover.
What can an investor check without asking me?
Companies House says anyone can get some company details for free, including officers, document images, mortgage charge data, previous names and insolvency information. The Intellectual Property Office's search shows who owns a trade mark. Both are public.
What does Raise Ready do about due diligence?
Raise Ready prepares the pack: the data room, the financial model and the investor story, with a check that every figure agrees across them. It doesn't raise money or introduce investors, and it doesn't give investment, tax or legal advice. Your accountant and solicitor confirm those points.