Subscription agreements investors actually sign.
The subscription agreement is the moment of commitment: the investor represents who they are, agrees to the terms, and subscribes for their interest. Get it wrong and you have an unenforceable raise; get it right and closing is a signature, not a negotiation.
What the subscription agreement does
It is the contract by which an investor purchases interests in your fund, SPV, or syndication. It works together with the PPM (disclosure) and the operating agreement (governance): three documents, one raise.
- Investor representations: accreditation, sophistication, authority
- Amount subscribed, payment mechanics, and acceptance terms
- Transfer restrictions and securities-law legends
- Signature blocks that hold up, executed by the investor, never on their behalf
Why templates fail in diligence
Downloaded templates routinely mismatch the entity type, the exemption, or the waterfall in the operating agreement. Investor counsel reads all three documents together, and inconsistencies stall wires. We draft the set as one consistent package so diligence has nothing to catch.
Accredited vs non-accredited subscriptions
Under 506(c) every subscriber must be verified accredited. Under 506(b) up to 35 sophisticated non-accredited investors may participate without public advertising. The subscription package must match the exemption you are actually using, which is decided at structure time, not at signing time.
Scope of work
Straight answers.
The questions dealmakers ask about this before they book.
No. The agreement must match your entity type, exemption (506(b) vs 506(c)), and the economics in your operating agreement. Investor counsel reads them together, and mismatches stall closings.
The investor, always by their own hand. A sponsor should never sign or pre-fill on an investor’s behalf; it exposes you to claims of falsification.
No. The PPM discloses; the subscription agreement commits. Serious raises carry both, plus the operating agreement.
Here is how we structure it.
Entity, offering documents, CFA-built model, data room, then debt and equity introductions. Flat fee, no percentage of your raise. Map your deal on a strategy call.