Subscription agreements
The subscription agreement is the contract an investor signs to buy securities in a private offering. The PPM discloses; the subscription agreement commits.
Last reviewed November 2026
What a subscription agreement does
With the subscription agreement, the investor offers to buy a stated amount of securities on the terms in the PPM. The issuer then accepts or rejects the subscription. Once accepted, it is a binding purchase contract.
What’s inside
- Amount and securities. How much the investor is buying, and which security.
- Payment. How and when to pay, and when funds are returned if a subscription is rejected or the offering doesn’t close.
- Acceptance. The issuer’s right to accept or reject any subscription in whole or in part.
- Investor representations. The investor has read the PPM, had the chance to ask questions, is buying for investment and not resale, understands the risks and transfer limits, and meets the investor standard, such as being accredited.
- Bad actor and anti-money-laundering representations. Statements that support exemption eligibility and AML checks.
- Indemnification. The investor’s responsibility if their representations are untrue.
- Signature pages. For individuals and entities, plus the issuer’s acceptance.
The investor questionnaire
The questionnaire collects the facts behind the investor’s representations: which accredited investor category applies, the investor’s experience and, for entities, how they qualify. Under Rule 506(b) it supports your reasonable belief that each investor is accredited. Under Rule 506(c) you must also take reasonable steps to verify status, so the questionnaire is a starting point rather than the whole process.
Every PPM Kit includes one accredited investor questionnaire that works with every template.
Offering equity and notes together
When one memorandum offers equity and notes, the subscription agreement lets each investor choose, and the representations apply to whichever securities they buy.
How subscriptions close
- Rolling closings. The issuer accepts subscriptions as they arrive and closes in stages.
- Minimum offering. Funds are held in a separate account or with an escrow agent until a minimum is raised, then released at closing. If the minimum isn’t reached, funds are returned.
- Countersignature. The issuer signs the acceptance, issues the securities and updates its ownership records.
Payment fraud often targets investors who receive wire instructions by email. Send instructions through a secure channel, and tell investors to confirm them by phone with a known contact before sending money.
Capital raising made easy.
Pick a template and a kit. Every kit includes the PPM, subscription agreement, investor questionnaire and state legends, and we file your Form D and Blue Sky notices.