Parties & Recitals
Identify issuer, investor(s), platform, and the offering reference; set the factual background and purpose of the subscription transaction.
A well-drafted agreement clarifies investor rights, limits transferability, documents consideration, and reduces post-closing disputes. It provides the issuer with a single source of truth for subscription terms and supports regulatory compliance when combined with accurate investor verification and recordkeeping under securities law.
These participants share responsibility for accurate disclosures, investor verification, and secure record retention to support regulatory and tax obligations.
The issuer’s authorized executive signs to bind the company, certify offering authority, and confirm corporate representations. The CEO or authorized officer should ensure board approvals are documented and that the subscription limits and capitalization math match corporate records.
The investor or designated representative signs to accept the subscription, confirm investment amount and source of funds, and make required investor representations. Accurate legal name and taxpayer identification are critical to avoid later tax or transfer complications.
Identify issuer, investor(s), platform, and the offering reference; set the factual background and purpose of the subscription transaction.
Specify class, voting rights, liquidation preference, conversion mechanics, and any warrants or options tied to the issued securities.
State per-investor price, minimum subscription, aggregate offering cap, payment instructions, escrow or payment handling, and closing conditions.
Require investor statements about residency, suitability, accredited status (if applicable), source of funds, and understanding of transfer restrictions.
Set issuer covenants before closing (e.g., board approvals, corporate good standing) and conditions for acceptance or rescission of subscriptions.
Include legends, right of first refusal, lockups, or other contractual limits consistent with securities law and platform policies.
| Field | Configuration |
|---|---|
| Authentication Method | Email link with optional SMS code for higher assurance |
| Signature Order | Sequential for issuer acceptance, parallel for investor signing |
| Conditional Fields | Show accreditation fields only when investor selects accredited status |
| Notifications | Enable email confirmations and a completion audit log |
Choose a platform that integrates with your CRM or accounting systems and that can produce reliable audit evidence for regulatory review.
| 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 vendor | Varies by vendor | Varies by vendor | Varies by vendor |
| Bulk Send | Yes (Business Premium+) | Yes | Yes | Yes | No |
| Audit Trail | Yes | Yes | Yes | Yes | Yes |
| HIPAA Compliant | Yes (BAA available) | Yes | Yes | No | No |
| Envelope Cap | No cap | 100 envelopes/user/year | Varies by plan | Varies by plan | Varies by plan |
Investors should supply W-9s to the issuer upon request; missing TINs can trigger backup withholding.
Form 1099-NEC to recipient and IRS by January 31 for reportable payments.
Individual taxpayers file Form 1040 by April 15; investment income may affect reporting obligations.
Maintain tax and offering records for the IRS minimum (3 years) or longer when required.
Follow the agreement’s specified closing date; missed closings can change acceptance and funding outcomes.