A subscription package is the bundle of documents an investor completes to commit capital to a private fund. It sits between the marketing conversation and the closing. Every fund's package is a little different, because fund counsel drafts it to match the fund's structure, jurisdiction and investor base. This guide walks through the pieces that appear in most packages and explains who is expected to sign or fill in each one.
Nothing here is legal, tax or regulatory advice. Your fund counsel decides what belongs in your package, how it is worded and which investors need which version.
What the package is for
The package does three jobs at once. It records the investor's commitment and binds them to the fund's governing agreement. It collects the representations the fund relies on to accept that investor. And it gathers the identity, tax and payment details the administrator needs to open the account and call capital.
Because it does all three, the package tends to mix documents that the investor signs, documents the investor only fills in, and documents the investor simply receives. Keeping those categories straight is most of the work.
The subscription agreement
This is the central contract. The investor offers to buy an interest in the fund for a stated commitment amount, and the fund accepts or rejects that offer. It usually contains the commitment amount, the investor's acknowledgements about risk and liquidity, confirmation that they received the offering documents, and a set of representations about their status and source of funds.
The investor signs it. For an individual, that means the person themselves, and for a joint account, typically both holders. For an entity, an authorized signatory signs on the entity's behalf, and the fund often asks for evidence of that authority. The general partner or manager countersigns to accept the subscription, and that countersignature is what turns the offer into a binding commitment. Until acceptance, the investor has made an offer, not a closed subscription.
The investor questionnaire
The questionnaire collects the facts the fund needs to confirm the investor is eligible to invest. It covers investor type, eligibility categories relevant to the fund's exemptions, whether the investor is investing on behalf of others, and where the investor is located for tax and securities purposes. Counsel tailors these questions to the fund's jurisdiction and structure.
Some funds fold the questionnaire into the subscription agreement, and others keep it as a separate exhibit. Either way, the investor completes and signs it. Entity investors answer at the entity level, but many questionnaires also ask about the beneficial owners behind the entity.
Signature pages for the fund agreement
A limited partner is bound by the limited partnership agreement or, for an LLC fund, the operating agreement. There are two common ways to get the investor's signature onto that document.
The first is a counterpart signature page that the investor signs and that the fund attaches to the governing agreement at closing. The second is a power of attorney inside the subscription agreement, under which the investor authorizes the general partner to execute the fund agreement on their behalf. Many packages include both. Whichever route your counsel uses, the investor signs, and the general partner signs the fund agreement itself. Related: Data room permissions that hold up under scrutiny.
Tax and identity forms
These are the forms the investor completes rather than negotiates. A United States investor typically provides a W-9, and a non-United States investor provides the appropriate W-8 form for their situation. Many funds also request self-certifications for cross-border tax reporting regimes, along with beneficial ownership information for entity investors. Related: What actually goes in a fund subscription package.
Alongside tax forms, the fund or its administrator collects identity documents. For an individual this is often a passport or driver's licence and proof of address. For an entity it may include formation documents, an ownership chart, a list of authorized signatories and identity documents for the people who control the entity. The investor supplies these. Nobody at the fund signs them, but someone at the fund or administrator reviews them and records that review. Related: In-House E-Signatures for Fund Documents: What Changes?.
Wire and payment details
The package usually includes the fund's bank details for the initial capital contribution, and it asks the investor to confirm the account from which their money will arrive and to which distributions should be sent. The investor completes the distribution instruction and signs it. The fund provides its own wire instructions, and it is worth delivering those through a channel the investor trusts, since payment instructions are a common target for fraud.
Side letters
A side letter is a separate agreement between the fund and a specific investor that adjusts certain terms for that investor. It is not part of the standard package, but it is negotiated and executed alongside it. Both parties sign a side letter: the investor and the general partner or manager. If your fund has many side letters, track which investor holds which terms, because most favoured nation provisions often let other investors elect into them.
Documents the investor receives but does not sign
The private placement memorandum or offering memorandum is disclosure, not a contract. The investor receives it and, in the subscription agreement, confirms they read it. The same is true for the fund agreement itself when the investor is bound through a power of attorney, and for any risk disclosures, privacy notices and regulatory notices attached to the package. Keep a record of what was delivered and when, since the subscription agreement usually refers back to it.
Who signs what, in one view
Investor signs: the subscription agreement, the investor questionnaire, the fund agreement signature page or power of attorney, the distribution instruction, and any side letter.
Investor completes without a formal signature in some cases, or signs with a certification: tax forms and self-certifications.
Investor supplies but does not sign: identity documents, formation documents, ownership charts and evidence of signing authority.
General partner or manager signs: the acceptance on the subscription agreement, the fund agreement, and any side letter.
Administrator or counsel reviews but does not sign: everything above, plus the checklist that confirms the package is complete before the investor is admitted.
The order of events at a closing
In practice the sequence looks like this. The investor receives the package and offering documents. They complete the questionnaire and tax forms, upload identity documents, and sign the subscription agreement and signature pages. The administrator or counsel reviews the package, chases anything missing, and confirms identity checks are done. The general partner accepts the subscription. The investor is listed in the fund's register, and the first capital call goes out with wire instructions.
Most delays happen in the middle step. Missing signatory authority, an unsigned exhibit, or an identity document that does not match the name on the subscription agreement are the usual culprits. A single checklist per investor, visible to the fund, counsel and the administrator, removes most of them.
Running the package in one place
The pieces above are often scattered across a CRM, an e-signature tool, a data room and email. LP Port is an investor portal for private funds on the fund's own domain, with subscription packages, e-signatures on fund documents, investor identity checks, data rooms and wire instructions in one branded product. It replaces a separate CRM, e-signature tool, data room and campaign software for the investor journey.
If you want to see how the subscription flow is set up, look at the features overview and the use cases for different fund types. Details on how documents and data are handled are on the security page, and you can start on the get started page. Whatever tooling you use, have counsel confirm the contents of your package before the first investor sees it.