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Equity Crowdfunding Agreement

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EQUITY CROWDFUNDING AGREEMENT

This Equity Crowdfunding Agreement (the "Agreement") is made effective as of by and between:

Issuer

Investor

Offering Details and Subscription

Offering ID:    Campaign Name:

Investor hereby irrevocably subscribes for and agrees to purchase from the Issuer, and the Issuer agrees to sell to the Investor, the following securities on the terms set forth in this Agreement:

Number of Shares:    Price per Share: $    Aggregate Purchase Price: $

Closing Date (anticipated): . Funds shall be delivered to the designated escrow agent and released to Issuer upon satisfaction of the conditions set forth in Section 5.

Purchase, Payment and Escrow

Payment Method (check one):  Wire Transfer   Check   Escrow Account

Funds received in escrow will be held and disbursed in accordance with the escrow agreement and the closing conditions. If the offering does not meet the minimum funding threshold, all funds shall be returned to investors in accordance with the escrow instructions.

Conditions to Closing

Representations and Warranties of the Issuer

The Issuer represents and warrants to the Investor that, as of the date hereof and as of the Closing:

  1. The Issuer is duly organized, validly existing and in good standing under the laws of the state of its organization and has the corporate power to enter into and perform this Agreement.
  2. The securities sold hereunder, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and nonassessable and free of all liens and encumbrances except as disclosed to the Investor.
  3. The Issuer has complied with all applicable securities laws in conducting the offering and has furnished the Investor with all material information necessary to evaluate the investment.

Representations and Warranties of the Investor

The Investor represents and warrants that:

  1. The Investor has full power and authority to enter into this Agreement and to perform its obligations hereunder.
  2. The Investor is acquiring the securities for investment for its own account and not with a view to distribution or resale, except in compliance with applicable securities laws.
  3. The Investor has received and reviewed the offering materials and acknowledges the speculative nature of the investment, the lack of public market for the securities, and the substantial risk of loss.

The Investor certifies (check all that apply):  Investment is suitable for my financial situation   Accredited investor (if applicable)

Transfer Restrictions; Legend

The securities issued pursuant to this Agreement shall bear a restrictive legend and shall not be transferable except in compliance with applicable securities laws and any repurchase, lock-up or transfer restrictions set forth in the Issuer's organizational documents or this Agreement.

Use of Proceeds

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any nonpublic information furnished by the other party in connection with the offering, except as required by law or as necessary to enforce this Agreement.

Indemnification

The Issuer shall indemnify and hold harmless the Investor from and against any loss, liability or expense (including reasonable attorneys' fees) arising out of any breach of the Issuer's representations, warranties or covenants. The Investor shall indemnify the Issuer for any losses resulting from the Investor's breach or willful misrepresentation.

Limitation of Liability

Except for breaches of confidentiality, fraud, willful misconduct or gross negligence, neither party shall be liable to the other for punitive, incidental or consequential damages arising out of this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. Any dispute arising under this Agreement shall be resolved by the state or federal courts located in that state, and each party consents to personal jurisdiction therein.

Notices

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below:

Amendment; Counterparts; Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may be amended only by a written instrument signed by both parties. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Additional Terms

Acknowledgement

The undersigned Investor acknowledges receipt of the offering materials, understands the terms of the offering and the risks inherent in investing in privately issued securities, and accepts such risks.

Issuer - Print Name:

Issuer - By:

Date:

Investor - Print Name:

Investor - By:

Date:

Enter text

What an Equity Crowdfunding Agreement Is and when it’s used

An Equity Crowdfunding Agreement is a legally binding contract that sets the terms under which a company offers ownership interests to multiple investors through a crowdfunding platform or portal. It defines the securities offered, subscription amount, investor rights, closing mechanics, transfer restrictions, representations and warranties, and post-closing obligations. The agreement is commonly used for Regulation Crowdfunding offers, private placements administered through funding portals or broker-dealers, and secondary transactions among early investors. Electronic execution is generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes when the parties meet intent, consent, attribution, and retention requirements.

Why a clear Equity Crowdfunding Agreement matters

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.

Why a clear Equity Crowdfunding Agreement matters

Primary parties and professional users

These participants share responsibility for accurate disclosures, investor verification, and secure record retention to support regulatory and tax obligations.

  • Issuers and founders preparing the offering and subscription documentation, ensuring corporate authorization and disclosure accuracy.
  • Funding portals, registered broker-dealers, and platform operators that host the offering and coordinate investor onboarding and payments.
  • Legal counsel, compliance officers, and accountants who review terms, verify investor eligibility, and prepare filings for the issuer.

Roles that commonly sign or review this agreement

Issuer — CEO

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.

Investor — Lead

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.

Key sections to include in a professional Equity Crowdfunding Agreement

A complete agreement combines substantive securities terms with procedural clauses that govern closing, transfer, and dispute resolution.

Parties & Recitals

Identify issuer, investor(s), platform, and the offering reference; set the factual background and purpose of the subscription transaction.

Description of Securities

Specify class, voting rights, liquidation preference, conversion mechanics, and any warrants or options tied to the issued securities.

Subscription Terms

State per-investor price, minimum subscription, aggregate offering cap, payment instructions, escrow or payment handling, and closing conditions.

Investor Representations

Require investor statements about residency, suitability, accredited status (if applicable), source of funds, and understanding of transfer restrictions.

Covenants & Conditions

Set issuer covenants before closing (e.g., board approvals, corporate good standing) and conditions for acceptance or rescission of subscriptions.

Transfer Restrictions

Include legends, right of first refusal, lockups, or other contractual limits consistent with securities law and platform policies.

Step-by-step process to complete and execute the agreement

Follow these sequential steps to prepare, distribute, validate, and close investor subscriptions.

  • 01
    Prepare: Draft agreement, verify corporate authorization, and attach required exhibits.
  • 02
    Distribute: Upload to platform, populate fields, and send to investors with disclosure materials.
  • 03
    Verify: Confirm investor identity and eligibility, collect W-9s or other tax forms as required.
  • 04
    Close: Accept subscriptions, process payments or escrow release, and issue securities with legends.

Typical e-submission flow for an Equity Crowdfunding Agreement

Electronic workflows reduce paper handling; this is a standard four-step execution flow used by platforms and issuers.

  • Upload Document: Add agreement PDF or template to the platform and map fillable fields.
  • Assign Signers: Set signer roles, signature order, and authentication method for each participant.
  • Collect Signatures: Send invites, capture consent, and record timestamps and IP addresses for each signature event.
  • Archive Records: Store signed copies, audit trails, and related tax forms in a secure repository for retention.

Recommended workflow and field configuration settings

Use these configuration settings to create a reliable signing workflow and to support compliance and auditability.

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

Technical considerations for e-signature and submission

Choose a platform that integrates with your CRM or accounting systems and that can produce reliable audit evidence for regulatory review.

  • Security Standards: TLS in transit and AES-256 at rest to protect documents
  • Compliance Needs: Support for ESIGN/UETA, SOC 2, and HIPAA BAA where applicable
  • Format Support: Accepts PDF and DOCX and exports a complete audit trail

Comparison of eSignature vendor pricing and key features

Basic pricing and feature availability vary by plan; signNow appears first for direct comparison. Verify vendor plans for enterprise features and compliance add-ons.

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

Security and compliance features to require from your e-signature platform

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Timestamps, IP addresses, and action logs
Certifications: SOC 2 Type II and ISO 27001
Regulatory Support: ESIGN, UETA recognition and evidence
Healthcare: HIPAA compliance with a BAA available
FDA / Life Sciences: 21 CFR Part 11 controls where applicable

Key legal and financial risks of incorrect or incomplete agreements

Securities Violations: Civil or administrative penalties under federal securities laws
Investor Lawsuits: Claims for misrepresentation or breach of fiduciary duty
Tax Reporting Fines: Information return penalties per IRC §6721
I-9 / Employment: Paperwork violations carry administrative fines
Notarization Errors: Invalid acknowledgements may affect record admissibility
Record Retention: Failure to retain documents increases audit risk

Common mistakes to avoid when preparing the agreement

  • Using inconsistent corporate names or missing corporate authorizations, which can invalidate acceptance or delay closing.
  • Failing to verify investor identity, residency, or accredited status, risking regulatory noncompliance and rescission exposure.
  • Omitting transfer restrictions or legends on issued securities, which complicates future secondary transfers and compliance with securities law.
  • Neglecting to capture consent and retention evidence for electronic signatures, undermining enforceability under ESIGN/UETA.

Practical tips to improve accuracy and speed of execution

Adopt these practices to reduce rework, speed closings, and improve audit readiness.

Standardized Templates
Use a single, reviewed template for all investors to ensure consistent terms and reduce drafting errors; maintain a version history for auditability.
Identity & Tax Checks
Collect government ID, W-9 or W-8 forms as applicable, and confirm investor eligibility before issuing securities to avoid later tax or regulatory penalties.
Audit-Ready eSigning
Use an e-signature solution that records full audit trails, stores completed agreements securely, and supports legal evidentiary standards.
Counsel Review
Have securities counsel review offering language, accreditation checks, and transfer restrictions to minimize enforcement and disclosure risk.

Key timing and tax deadlines related to investor documentation

Certain tax and reporting deadlines apply to investor documents and issuer filings; plan ahead to avoid penalties.

Provide W-9 When Requested:

Investors should supply W-9s to the issuer upon request; missing TINs can trigger backup withholding.

1099-NEC Deadline:

Form 1099-NEC to recipient and IRS by January 31 for reportable payments.

Individual Tax Return:

Individual taxpayers file Form 1040 by April 15; investment income may affect reporting obligations.

Record Retention:

Maintain tax and offering records for the IRS minimum (3 years) or longer when required.

Closing Date:

Follow the agreement’s specified closing date; missed closings can change acceptance and funding outcomes.

Frequently asked questions about Equity Crowdfunding Agreements

Answers to common legal, procedural, and technical questions about preparing, signing, and storing these agreements.


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