# The Data-Room Index

A data room is one shared folder, structured so a buyer finds any of about 63 documents in under a minute without asking you. The structure itself does work: it tells the buyer the business is organized, and it controls what they see and when. This is the folder tree to build, filled with what goes in each one, plus the two rules that keep you safe: tier the access, and name every file the same way. Build it once, and diligence runs on the folder instead of on your phone.

The example is Ridgeline Heating & Air, with the file count in each folder. A cloud drive with per-folder permissions is enough for a business this size. You do not need a paid data-room product to start.

> The buyer never sees a mess, because the folder answers the question before they ask it.

## The folder tree

```
Ridgeline-HVAC-Data-Room/
  00_Start_Here/                         (3 files)
      index.pdf                          this index, with every file listed
      confidential-business-review.pdf   the teaser / one-pager (blind)
      diligence-request-tracker.xlsx     what is requested, sent, and open
  01_Financials/                         (9 files)
      pnl-3yr.pdf, balance-sheet-3yr.pdf
      pnl-ttm-monthly.xlsx
      ar-aging.pdf, ap-aging.pdf
      add-backs-schedule.xlsx            adjusted SDE, CPA-confirmed
      bank-statements-12mo/ (folder)
  02_Tax/                                (4 files)
      business-returns-3yr.pdf
      depreciation-schedule.pdf
      payroll-tax-filings.pdf
      sales-tax-filings.pdf
  03_Corporate_and_Legal/               (7 files)
      articles-of-organization.pdf
      operating-agreement.pdf
      good-standing-certificate.pdf
      ownership-record.pdf
      ein-and-state-ids.pdf
      litigation-summary.pdf
      dba-filing.pdf
  04_Contracts/                          (8 files)
      maintenance-agreements-summary.pdf
      top-10-customer-contracts/ (folder)
      supplier-agreements/ (folder)
      equipment-leases.pdf
      software-agreements.pdf
      subcontractor-agreements.pdf
      change-of-control-review.pdf       attorney memo
  05_Customers_and_Revenue/              (5 files, TIER 3)
      customer-list-redacted.xlsx        codes pre-LOI, names post-LOI
      revenue-by-customer.xlsx           concentration read
      recurring-revenue-summary.pdf
      pipeline-and-backlog.pdf
      customer-retention.pdf
  06_Operations_and_SOPs/               (6 files)
      org-chart-roles.pdf
      core-sops/ (folder)                the top 5 workflows
      pricing-estimating-sop.pdf
      decision-routing-table.pdf
      owner-dependence-baseline.pdf
      key-vendor-account-list-redacted.pdf
  07_People_and_Org/                    (5 files, TIER 3)
      employee-roster-redacted.xlsx      roles and pay bands pre-LOI
      benefits-summary.pdf
      key-employee-agreements.pdf
      contractor-classification-review.pdf
      org-chart.pdf
  08_Assets_Property_Insurance/         (8 files)
      fixed-asset-list.xlsx
      vehicle-titles/ (folder)
      facility-lease.pdf
      property-insurance.pdf
      general-liability-insurance.pdf
      workers-comp-insurance.pdf
      equipment-list.xlsx
      certificates-of-insurance.pdf
  09_Licenses_and_Permits/              (4 files)
      state-contractor-license.pdf
      local-permits.pdf
      registrations.pdf
      certifications.pdf
  10_Deal/                               (TIER 3, opened at LOI)
      loi/ (folder)
      purchase-agreement-drafts/ (folder)
      transition-plan.pdf
```

That is 11 top-level folders and about 63 documents in the example. The numbering forces the order a buyer reads in, and folder 00 is the map so nothing is hunted for.

## Rule 1: tier the access, do not open everything at once

Three tiers, tied to how far the buyer has committed. This is how you share enough to keep a deal moving without handing a competitor your customer list on day one.

| Tier | Opens when | What is visible |
|---|---|---|
| Tier 1 | Pre-NDA | Folder 00 only: the blind teaser, no names, no numbers that identify you |
| Tier 2 | After a signed NDA | Financials, tax, corporate, contracts, operations, assets, licenses (redacted where noted) |
| Tier 3 | After a signed LOI | Customer names, employee pay, key agreements, and folder 10 (the deal) |

In the example, 3 folders (05, 07, and 10) stay Tier 3 until a letter of intent is signed, because they hold the two things a walk-away buyer could most misuse: who your customers are and what your people earn.

## Rule 2: name every file the same way

A buyer should never open a file called "final_v3_REAL.pdf." Use one convention across all 63 files: `topic-period.pdf`, lowercase, dated where a period matters (`pnl-2025.pdf`, `bank-statement-2026-06.pdf`). Consistent names are a small thing that signals a business run on its records, and they save you the "which version is current" question that eats a diligence week.

## Build it from the checklist

This index and the `due-diligence-readiness-checklist.md` in this kit are two views of the same room: the checklist tracks whether each document is Ready, and this index says where each one goes. Build the folder, drive the checklist to Ready, and set the three permission tiers before the first buyer call.

This is general business education, not legal, tax, or accounting advice, and it makes no promise about your results. Have a licensed attorney set your NDA and confirm what is safe to share at each tier, and a CPA confirm the financials, before you open the room. Your estimated sale price and three scores are free at https://app.trykeystone.io.
