Virtual Data Room FAQ Hub

What Is SOC 2?

SOC 2 is an independent attestation framework used to evaluate how a service organization manages controls related to information and systems.

It is commonly relevant to software, cloud, and technology providers, including virtual data room platforms.

SOC 2 reports are prepared by independent accounting firms using criteria established by the American Institute of Certified Public Accountants, or AICPA.

For companies evaluating a VDR, a SOC 2 report can provide independent evidence about the provider’s internal controls.

What Does SOC 2 Evaluate?

SOC 2 examinations are based on Trust Services Criteria.

These may cover:

Security
Protection against unauthorized access and other security risks.

Availability
Whether systems are available for operation and use as committed or agreed.

Processing Integrity
Whether system processing is complete, valid, accurate, timely, and authorized.

Confidentiality
How information designated as confidential is protected.

Privacy
How personal information is collected, used, retained, disclosed, and disposed of.

Not every SOC 2 report necessarily covers every category.

Security is the common criterion, while additional criteria depend on the organization and scope of the examination.

SOC 2 Type I vs. Type II

There are two common report types.

A SOC 2 Type I report evaluates whether controls are suitably designed at a specific point in time.

A SOC 2 Type II report evaluates both the design of controls and how those controls operated over a defined period.

That distinction matters because Type II provides evidence about ongoing operation rather than only control design at one moment.

Why Does SOC 2 Matter for Virtual Data Rooms?

Virtual data rooms may hold highly sensitive financial, legal, strategic, employee, customer, or intellectual property information.

Organizations evaluating a VDR therefore need more than broad claims that a platform is “secure.”

Independent assurance can help provide evidence that relevant controls have been reviewed by an external party.

SOC 2 is one way to obtain that evidence.

SOC 2 Is One Part of Evaluation

A SOC 2 report should not be treated as a substitute for broader vendor evaluation.

Organizations may also need to consider encryption, authentication, permissions, audit trails, document protection, data residency, privacy requirements, and other controls relevant to the transaction.

Security works as a system.

The value of SOC 2 is that it adds independent assurance to that system.

For deal teams handling confidential information, that can strengthen confidence that security practices are not simply marketing claims but are supported by an external review of the provider’s controls.