Can a Business QIB Document be signed electronically?

Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws, electronic signatures satisfy legal signature requirements for most commercial documents, provided intent, consent, attribution, and record retention are met. Verify any issuer or contractual exceptions before accepting an e-signed certification.

What supporting documents should accompany the certification?

Common attachments include formation documents, recent audited or unaudited financials, custodian or broker confirmations of assets, AUM schedules, and corporate resolutions evidencing authority to sign. Tailor supporting items to issuer requirements; omission may delay settlement or require supplemental evidence.

Is notarization or witness required for this certification?

Not typically required for QIB certifications under federal securities rules, but some counterparties or states may request notarization or witness attestations for added assurance. Check issuer instructions and applicable state notary rules; if notarization is used, follow state notary or RON procedures.

How should valuation date and AUM be stated?

Specify the valuation date explicitly (MM/DD/YYYY), describe valuation methodology, and include custodian confirmations or reconciled schedules. Use the same date across documents; inconsistent dates or unsupported AUM calculations may prompt issuer inquiries or rejection of the QIB assertion.

Can the certification be revoked or amended?

Yes. Amendments or revocations are treated as separate written notifications to counterparties and record holders. Deliver an executed amendment or revocation promptly, and retain proof of delivery. Consult counsel for material changes that could affect transaction validity or regulatory compliance.

What are common errors that delay acceptance?

Frequent issues include mismatched legal names, missing signatures or dates, unsupported AUM figures, absent corporate resolutions, and failure to follow issuer-specific submission formats. Double-check all fields, attach required corroborating documents, and confirm issuer requirements to reduce processing delays.

Business QIB Document

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BUSINESS QIB DOCUMENT

Parties

This Business QIB Document (the "Agreement") is entered into as of Date: by and between Client Name: and Provider Name: .

Client Entity Type

Corporation LLC Partnership Other

Provider Entity Type

Corporation LLC Partnership Other

Client Address for Notices Provider Address for Notices

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain services described in this Agreement and Provider has represented that it has the expertise, personnel and qualifications to perform such services on the terms set forth herein.

WHEREAS, both parties acknowledge and agree that Client is executing this Agreement in connection with its activities as, and represents and warrants that it qualifies as, a Qualified Institutional Buyer ("QIB") for the purposes of the transactions contemplated herein; Provider makes similar representations where indicated in the signature block below.

WHEREAS, the parties intend that the terms of this Agreement shall govern their rights and obligations with respect to the services, fees, confidentiality and other matters set forth below.

Scope of Work

Provider shall perform the services and deliverables described in this Section. The scope includes, at a minimum, the tasks, deliverables and milestones set forth below and shall be performed in accordance with industry standards and applicable professional practices.

Detailed Scope of Work

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Total Payment Amount Payment Schedule (e.g. milestone, monthly) Payment Due (days after invoice) Late Fee Invoicing Instructions / Notes

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Notice Period for Termination (days) Termination for Cause (description)

Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). Confidential Information includes all non-public information disclosed in written, oral, electronic or other form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall: (a) hold such Confidential Information in strict confidence and not disclose it to any third party except as permitted by this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect the confidentiality of such information, which measures shall be no less protective than those it uses to protect its own confidential information.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives the Disclosing Party prompt written notice and cooperates in any efforts to obtain confidential treatment or a protective order.

Confidentiality Period (years)

Qualified Institutional Buyer Representation

Each party represents and warrants to the other that, if indicated by checking the box below, such party is a Qualified Institutional Buyer (QIB) as contemplated by the parties' commercial relationship and that it has full power and authority to enter into and perform this Agreement.

Client represents and warrants that it is a Qualified Institutional Buyer (QIB). Provider represents and warrants that it is a Qualified Institutional Buyer (QIB).

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any action arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice given in accordance with this Section. Notices shall be effective upon receipt.

Client Notice Address Provider Notice Address

Party A (Client) - Printed Name:

By:

Date:

Party B (Provider) - Printed Name:

By:

Date:

What the Business QIB Document Is

The Business QIB Document is a formal certification used by entities asserting status as a Qualified Institutional Buyer for private securities transactions under Rule 144A and related exemptions. It records organizational details, assets under management, and representation statements that counterparties rely on to permit restricted securities transfers. Preparing this document requires accurate financial and corporate information and an authorized officer's signature. While federal securities law governs QIB determinations, counterparties and transfer agents use the document to satisfy internal compliance procedures and to document reliance on the buyer’s institutional status.

Why Accurate QIB Certification Matters

Certifying QIB status streamlines access to private placements, reduces regulatory friction for sellers, and documents institutional qualifications relied upon by issuers and transfer agents. Accurate certification helps avoid transaction delays and evidences compliance with securities resale exemptions.

Who Prepares and Relies on a Business QIB Document

Typical users include institutional asset managers, broker-dealers, private funds, and in-house legal or compliance teams preparing placement paperwork.

Institutional investors confirming asset thresholds and investment mandate for Rule 144A purchases.
Broker-dealers and placement agents documenting buyer status for resale and transfer compliance.
Legal and compliance teams preparing representations, board approvals, and signature authority evidence.

Confirm the appropriate internal approvers and maintain a single authoritative copy for audit and counterparty reliance.

Core Sections to Include in the Document

Core sections of a Business QIB Document define identity, authority, representations, and supporting financial evidence required by counterparties and applicable certifications under securities law.

Entity Identity

Provide full legal name, entity type, jurisdiction of formation, taxpayer identification number, and primary business address. Exact legal spelling must match formation documents to avoid reliance issues.

Authorized Officer

Identify the officer authorized to certify QIB status; include title, contact information, and evidence of board authorization or corporate resolution authorizing the signature and execution authority.

AUM Statement

Provide calculation of assets under management or discretionary assets, the valuation date, and supporting schedules or custodian letters demonstrating the institutional thresholds required under Rule 144A.

Representations

Include affirmative statements that the buyer is purchasing for its own account, is a QIB as defined by SEC rules, and that it understands transfer restrictions and resale limitations.

Supporting Docs

Attach formation documents, recent audited or unaudited financial statements, AUM reconciliations, custodian confirmations, and any board resolutions or certifications relied upon for the QIB assertion.

Governing Law

Specify the state law that will govern interpretation and disputes, and note whether federal securities regulations, including SEC rules, will also apply to transaction enforcement.

Required Core Data Fields

Legal Name: Exact legal entity name from formation documents

EIN / TIN: Employer Identification Number used for tax filings

Formation State: State of incorporation or formation

Authorized Signer: Name and title of signer

AUM Value: Assets under management as reported

Valuation Date: Date used for asset calculation

Potential Risks from Incorrect or Incomplete Certification

Transaction Delay: Issuers may halt transfers

Regulatory Liability: Civil liability under Securities Act

Rescission Risk: Counterparty may seek rescission

Reputational Harm: Damaged trust with counterparties

Financial Exposure: Potential damages and legal costs

Invalid Certification: Document may be disregarded

Step-by-Step Completion and Delivery

Follow these steps to complete and deliver a Business QIB Document accurately and in a manner acceptable to counterparties.

01

Gather Records: Collect formation documents and financial statements
02

Confirm Authority: Verify signatory has board authorization
03

Calculate AUM: Use consistent valuation date and methods
04

Sign & Date: Authorized officer signs and dates the form

Where to Send the Completed Certification

Typical routing sends the completed certification to the issuer, placement agent, or transfer agent responsible for processing the securities transfer.

Issuer: Deliver to issuer counsel or compliance department
Placement Agent: Send with subscription documents and investment agreements
Transfer Agent: Provide for transfer recording and ledger update
Custodian: Attach custodian confirmations when applicable

Typical Timing and Deadlines to Observe

Key timing includes valuation date, certification delivery before settlement, and any issuer-specified cutoffs required for placement or resale processing.

Valuation Date:

Use a recent date per issuer instructions, often within 30 days

Submission Deadline:

Deliver before settlement or by the issuer’s stated deadline

Processing Time:

Transfer agent processing can take 3–10 business days

Record Retention:

Keep executed copy with company records and counsel files

Updates:

Update certification if material facts change before closing

eSignature Pricing and Feature Comparison

Vendor pricing and feature comparison for eSignature options relevant to executing Business QIB Documents and related transaction workflows.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions

Answers to frequent questions about preparing, signing, and submitting a Business QIB Document, including authentication and update procedures.

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