In trying to get VC funding, there are 2 phases before investment.

First phase is to get the investor to fall in love with the business, this is selling the potential and the dream of the business. Here is where the technology, the skills, and the market place are used to entice the investor to investigate further. Fundamentally, this is the phase where people are looking for a reason to invest in the company.

The second phase is due diligence, or reasons to not invest in the company. This is where issues of management, execution, market change/risk, valuation, governance, IP, etc. come into play.

There is no checklist, where if you answer all the questions, you will get funding, because strange things will crop up in every company.

However, some fundamental elements are:

IP

Source-code

Business practices

Key man insurance or replacement (is there anyone person without whom the company/investment blows up?)

Financial records (audited if possible)

Prior SLA

“standard” SLA/contracts (including rent/etc.)

Non-compete with primary personnel

Employment agreements with primary personnel

What your back up plans are, crash protection, etc.

Customer references

Articles of incorporation

Board of directors (resumes)

Personal references for key people

Cap table, and if other investors have given their signature rights to any one person.

How many investors you have can be an issue

What series of stock you have (would expect you to only have common shares)

Who has control at this point of the company.

Keep in mind how you will exit the company, and how investor will make money by working with you.

Valuation is always something to keep in mind. Because the investors want to know what % of the company they will own, and what will happen to their ownership % if someone else invests later.

At the end of the day, if you're not the best opportunity to put the money to work, then the investor won't write the check. As much time/money/effort as it takes before you write the check, a ton more will be necessary after the investment is made. The better decisions you make before the investment, the easier it is after writing the check.