Collecting subscription documents in a data room
Subscription documents are the papers an investor signs to buy in: the subscription agreement, an investor questionnaire, tax forms and know-your-customer material. Send one package per investor, collect signatures and proof in a private folder for that investor, and check each package against the current offering terms before the closing.
- 25%Benefit plan investor share of any equity class that can trigger plan asset status (29 CFR 2510.3-101(f))
Folder index
- 01 Blank package Current subscription agreement, questionnaire and instructions, read-only.
- 02 Offering terms PPM and LPA or operating agreement the package refers to.
- 03 Investor folders One private folder per investor for signed pages and proof.
- 04 Accreditation evidence Verification letters or records for 506(c) raises, per investor.
- 05 KYC and AML Identity documents and beneficial ownership forms, restricted to the administrator.
- 06 Tax forms W-9 or W-8 forms collected per investor.
- 07 Side letter requests Investor requests received with the subscription, for counsel only.
How this raise works
For a fund, the subscription package usually holds the subscription agreement and a signature page to the LPA, an investor questionnaire covering accredited investor and qualified purchaser status, ERISA and benefit plan information, tax forms such as a W-9 or a W-8 series form, and anti-money laundering details. A company round under Reg D uses a shorter version with the same core: who the buyer is, what they are buying and the representations they give.
The questionnaire answers drive real limits. Benefit plan investor money can make fund assets count as plan assets under the Department of Labor rule if those investors hold 25 percent or more of any class of equity, so the GP tracks it closing by closing. A Rule 506(c) offering needs a record of the reasonable steps taken to verify each accredited investor. A 3(c)(7) fund needs every investor to be a qualified purchaser.
Most packages come back incomplete the first time: a missing initial, a wrong entity name, an expired ID. The fund administrator or the company's counsel reviews each one. A private folder per investor, with the blank package, the signed version and any follow-up requests, keeps that review fast and keeps one investor's personal data away from everyone else.
Best data rooms for this raise
The 16 rooms re-ranked with this raise's weights. Raise workflow carries the most weight here.
- Investor tracking 14%
- Permission control 25%
- Raise workflow 27%
- Investor onboarding 19%
- Cost of a raise 16%
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Places 11 to 16: Drooms (7.1), DealRoom (7.0), ShareVault (6.8), Venue by DFIN (6.4), Digify (6.1), DocSend (5.9)
Folder index for the room
A starting index for this raise. Number the folders so the order survives exports and investors can cite them in questions.
- 01 Blank packageCurrent subscription agreement, questionnaire and instructions, read-only.
- 02 Offering termsPPM and LPA or operating agreement the package refers to.
- 03 Investor foldersOne private folder per investor for signed pages and proof.
- 04 Accreditation evidenceVerification letters or records for 506(c) raises, per investor.
- 05 KYC and AMLIdentity documents and beneficial ownership forms, restricted to the administrator.
- 06 Tax formsW-9 or W-8 forms collected per investor.
- 07 Side letter requestsInvestor requests received with the subscription, for counsel only.
- 08 Closing trackerStatus per investor: received, complete, accepted, funded.
- 09 Executed copiesCountersigned agreements returned to each investor.
Features this raise needs
| Feature | Why | Ellty | iDeals | Datasite | Ansarada | SecureDocs | Firmex |
|---|---|---|---|---|---|---|---|
| NDA e-sign step | Confidentiality terms an investor must accept in the room before folder one appears. | ||||||
| Built-in redaction | Masks fee splits, investor names or personal data in place, with no edited duplicate to keep in sync. | ||||||
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. | ||||||
| 2-step verification | A code or an approval on a second device every time someone logs in. |
Setting up the room
- 01
Freeze the package
Have counsel finalize the subscription agreement and questionnaire for the closing, and lock the blank set as read-only.
- 02
Open a folder per investor
Give each investor and its adviser access only to its own folder for uploads and signed pages.
- 03
Sign inside the investor folder
Use e-signature on the agreement and questionnaire so the signed copy and the timestamp stay in one place.
- 04
Check limits as you go
Update the tracker with accredited, qualified purchaser and benefit plan status after each package, before you accept it.
- 05
Restrict personal data
Limit identity documents and tax forms to the administrator and compliance, and redact them from any shared copy.
- 06
Return executed copies
After the closing, post countersigned agreements in each investor's folder and record the date.
Common mistakes
- One shared folder where investors can see each other's passports and tax forms.
- Accepting a package signed against an older PPM or LPA draft.
- Not tracking benefit plan investor percentages until after a closing.
- No written record of accredited investor verification in a 506(c) raise.
Calculators for this raise
Or take the four-question quiz and check the raise checklist.
Questions and answers
What are subscription documents?
The papers an investor completes to buy into a fund or private offering: the subscription agreement, investor questionnaire, tax forms and know-your-customer information.
Can subscription documents be signed electronically?
Yes, e-signature is common for subscription agreements in the United States. Some investors and some notarized forms still need wet ink, so ask counsel.
Who reviews completed subscription packages?
Usually the fund administrator or issuer's counsel, who checks completeness, investor status and KYC before the GP or company accepts the subscription.