{"concept_id":"ALTSS-FUND-003","slug":"subscription-agreement","canonical_name":"Subscription Agreement","aliases":["subscription documents","sub docs"],"kind":"document","authority":"regulatory","facets":["FRI","REG"],"domains":["FUNDRAISING"],"display_title":"Subscription Agreement (Subscription Documents)","search_aliases":["what is a subscription agreement","subscription agreement private equity fund","what is in fund subscription documents","accredited investor questionnaire","subscription agreement vs lpa"],"one_sentence_definition":"A subscription agreement is an investor's contractual offer to commit a stated amount to a private fund or other private offering, with eligibility, tax and legal representations and agreement to be bound by the governing documents once accepted.","plain_english":"To join a private fund, an investor completes and signs a subscription package: the agreement itself, a questionnaire showing it is legally eligible to invest, tax forms and anti-money-laundering information. The general partner reviews the package and, if it accepts the subscription, admits the investor at a closing. From then on the investor is a limited partner bound by the partnership agreement and must meet capital calls up to its commitment.","jurisdiction":"US","parent_concepts":["fundraising"],"child_concepts":[],"related_concepts":["accredited-investor","qualified-purchaser","qualified-client","limited-partnership-agreement","kyc-aml","side-letter","capital-commitment","first-close","plan-assets","private-placement-memorandum"],"comparison_concepts":[],"not_the_same_as":[{"slug":"limited-partnership-agreement","distinction":"The LPA sets the rights and obligations of all partners; the subscription agreement is each investor's offer to join, with its own representations, effective when accepted."},{"slug":"side-letter","distinction":"A side letter varies LPA terms for one investor; the subscription agreement applies the standard terms to every subscriber."},{"slug":"capital-commitment","distinction":"The commitment is the obligation to fund; the subscription agreement is the instrument that creates it."}],"formula_ids":[],"worked_examples":[],"sections":[{"heading":"Jurisdiction and status (US)","paragraphs":["The eligibility representations track these US tests, as in force on 1 October 2026.","- **[Accredited investor](/glossary/accredited-investor) (Rule 501(a)).** For natural persons: net worth over $1 million excluding the primary residence; or income over $200,000 ($300,000 jointly with a spouse or spousal equivalent) in each of the two most recent years with a reasonable expectation of the same in the current year; or a Series 7, 65 or 82 licence in good standing. Several entity categories qualify with more than $5 million of assets or investments. The amounts are not indexed for inflation. A request for comment published by the Securities and Exchange Commission (SEC) on 30 September 2026 on further pathways (a certified public accountant licence, a Chartered Financial Analyst charter, a Certified Financial Planner certification and certain Financial Industry Regulatory Authority examinations) is not law.\n- **Verification under Rule 506(c).** Each purchaser's accredited status has to be verified through reasonable steps. Under the March 2025 staff no-action letter, a minimum investment of at least $200,000 for a natural person or $1 million for an entity, with written representations that the investor is accredited and that the investment is not financed by a third party, supports that conclusion where the issuer has no knowledge to the contrary.\n- **[Qualified purchaser](/glossary/qualified-purchaser) (Investment Company Act section 2(a)(51)).** A natural person or family company owning at least $5 million in investments, or a person investing at least $25 million on a discretionary basis; \"investments\" is defined in Rule 2a51-1. A 3(c)(7) fund tests status at the time of acquisition.\n- **[Qualified client](/glossary/qualified-client) (Rule 205-3).** Needed where a registered adviser to a 3(c)(1) fund earns performance-based compensation, because each equity owner charged that fee is treated as a client. Since 29 June 2026 the tests are at least $1.4 million under management with the adviser or net worth of more than $2.7 million excluding the primary residence (previously $1.1 million and $2.2 million); qualified purchasers also qualify.\n- **Knowledgeable employees (Rule 3c-5).** Their holdings are excluded when counting 3(c)(1) holders and when testing whether a 3(c)(7) fund is owned exclusively by qualified purchasers.","The questionnaire also supports the 3(c)(1) count: an investing company that owns 10% or more of the fund's voting securities and is an investment company, or would be one but for section 3(c)(1) or 3(c)(7), is looked through to its own holders (section 3(c)(1)(A)). Several accredited-investor entity categories exclude entities formed for the specific purpose of acquiring the securities offered, which is why special-purpose investors are asked how they were formed and who owns them."]},{"heading":"What the subscription package contains","paragraphs":["Documents differ by fund and counsel, but a fund subscription package usually has five parts.","- **The agreement.** The investor's offer to subscribe for a stated [capital commitment](/glossary/capital-commitment); acknowledgement that it received the [private placement memorandum](/glossary/private-placement-memorandum) (PPM) and the [limited partnership agreement](/glossary/limited-partnership-agreement) (LPA); representations on authority, investment intent and sophistication; an indemnity for inaccurate representations; a power of attorney allowing the GP to sign the LPA and certain amendments for the investor; and the GP's right to accept or reject the subscription in whole or in part.\n- **Investor questionnaire.** Representations that establish eligibility: accredited investor category, qualified purchaser status for a 3(c)(7) fund, qualified client status where the adviser earns performance-based fees, and knowledgeable-employee status for staff investing in their own firm's fund.\n- **Regulatory status.** Whether the investor is a benefit plan investor under the Employee Retirement Income Security Act (ERISA), a public body, a bank holding company or a fund of funds; the information needed to count beneficial owners; and, for investors that could hold 20% of the issuer's voting equity, Rule 506(d) bad-actor confirmations.\n- **Tax forms.** Form W-9 or the relevant Form W-8 of the Internal Revenue Service, and self-certifications for [FATCA](/glossary/fatca) and the OECD [Common Reporting Standard](/glossary/common-reporting-standard) (CRS).\n- **[AML and KYC](/glossary/kyc-aml).** Identity documents, beneficial-ownership and control-person information, source of funds and, for entities, evidence of who may sign."]},{"heading":"Acceptance, admission and the first capital call","paragraphs":["Signing does not make an investor a partner. The subscription is an offer; the GP, usually after the administrator has cleared KYC, accepts it at a closing, countersigns and admits the investor, at which point the commitment binds and the LPA applies. The definitions in the Principles 3.0 of the Institutional Limited Partners Association (ILPA) count subscription documents among the fund formation documents that bind the LP to the fund, alongside the LPA and side letters. An investor admitted after the [first close](/glossary/first-close) pays its share of earlier capital calls plus any equalisation charge. [Side letters](/glossary/side-letter) are negotiated alongside the subscription and usually executed at the same closing."]},{"heading":"AML and sanctions checks in US funds","paragraphs":["As of 1 October 2026 the rule of the Financial Crimes Enforcement Network (FinCEN) that would require registered and exempt reporting advisers to run anti-money-laundering and counter-terrorist-financing programmes is not in effect: its effective date was postponed from 1 January 2026 to 1 January 2028. Managers and administrators collect KYC information anyway. FinCEN's customer due diligence rule requires banks and other covered financial institutions to identify the beneficial owners of a legal-entity customer: each individual owning 25% or more of its equity and one individual with significant control. A pooled investment vehicle advised by an SEC-registered investment adviser is excluded from the definition of legal-entity customer, and one operated or advised by a financial institution that is not in the excluded categories is subject only to the control prong. Non-US fund domiciles and administrators impose their own AML regimes. Investors are also screened before admission against the Specially Designated Nationals and Blocked Persons List kept by the Office of Foreign Assets Control."]},{"heading":"Operational practice","paragraphs":["For institutions the slow items are rarely the eligibility boxes. They are evidence of signing authority (board resolutions, incumbency certificates), beneficial-ownership information for layered entities, separate tax forms for each feeder or parallel vehicle, and reconciling side-letter terms with the executed package. Late or incomplete documents can push an investor to a later closing, where it pays equalisation. Smaller offerings use the same building blocks in shorter form: a 2026 Stanford Graduate School of Business primer lists a limited liability company agreement, a subscription agreement and an accredited investor questionnaire as the documents that complete an investment in a search fund."]}],"classification_rules":[],"calculation_rules":[],"common_mistakes":["Assuming accredited status is enough for every fund. A 3(c)(7) fund needs qualified purchasers, and a 3(c)(1) fund whose registered adviser earns performance fees needs qualified clients.","Using outdated qualified-client amounts. Since 29 June 2026 the tests are at least $1.4 million under management or net worth of more than $2.7 million.","Treating the subscription as binding on signature. It is an offer until the GP accepts it.","Counting a fund of funds or other investing entity as one holder without checking the 10% look-through in section 3(c)(1)(A).","Describing the September 2026 accredited-investor proposals as in force."],"edge_cases":["An entity formed to make this investment may have to rely on its owners' status, because several accredited-investor entity categories exclude entities formed for the specific purpose of acquiring the securities.","A buyer of an LP interest on the secondary market gives its own eligibility representations, and the fund must stay within its 3(c)(1) or 3(c)(7) limits after the transfer.","Once benefit plan investors reach 25% of the value of any class of equity, the fund's assets may be plan assets unless an exception applies, so the GP tracks the percentage at each closing and transfer.","Non-US feeder funds use their own subscription forms reflecting local AML and investor-classification rules."],"external_standard_mappings":[],"source_ids":["SRC-ILPA-PRINCIPLES-3","SRC-OECD-CRS-CARF-2023","SRC-STANFORD-SEARCH-FUND-PRIMER-2026","SRC-US-ECFR-230-501","SRC-US-ECFR-230-506","SRC-US-ECFR-270-2A51-1","SRC-US-ECFR-270-3C-5","SRC-US-ECFR-275-205-3","SRC-US-ECFR-29-2510-3-101","SRC-US-ECFR-31-1010-230","SRC-US-FR-2025-24184","SRC-US-IRS-FORM-W8BEN","SRC-US-IRS-FORM-W9","SRC-US-OFAC-SDN-LIST","SRC-US-SEC-NAL-LATHAM-506C-2025","SRC-US-SEC-ORDER-33-10823","SRC-US-SEC-ORDER-IA-6961","SRC-US-SEC-PR-2026-96","SRC-US-USC-15-80A-2","SRC-US-USC-15-80A-3","SRC-US-USC-26-1471","SRC-US-USC-29-1002"],"citations":[{"source_id":"SRC-US-ECFR-230-501","pinpoint":"17 CFR 230.501(a)(3), (5), (6), (7), (9), (10)","supports":"Accredited investor tests for natural persons and entities; specific-purpose exclusions","source":{"source_id":"SRC-US-ECFR-230-501","title":"17 CFR 230.501 - Definitions and terms used in Regulation D (accredited investor)","publisher":"U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror)","document_type":"regulation","url":"https://www.law.cornell.edu/cfr/text/17/230.501","publication_date":"eCFR current as of 2026-09-29; last amended 2025-02-18 (technical, 90 FR 9684); last substantive amendment effective 2020-12-08 (85 FR 64234)","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-SEC-PR-2026-96","pinpoint":"Press release 2026-96 (2026-09-30)","supports":"Request for comment on new accredited-investor pathways; not law","source":{"source_id":"SRC-US-SEC-PR-2026-96","title":"SEC Proposes Amendments to Expand Responsible Retailization of Private Markets (press release 2026-96)","publisher":"U.S. Securities and Exchange Commission","document_type":"release","url":"https://www.sec.gov/newsroom/press-releases/2026-96-sec-proposes-amendments-expand-responsible-retailization-private-markets","publication_date":"2026-09-30","jurisdiction":"US","status":"proposed","last_verified":"2026-10-01"}},{"source_id":"SRC-US-ECFR-230-506","pinpoint":"17 CFR 230.506(c)(2)(ii); 230.506(d)(1)","supports":"506(c) verification; bad-actor covered persons include 20% voting-equity owners","source":{"source_id":"SRC-US-ECFR-230-506","title":"17 CFR 230.506 - Exemption for limited offers and sales without regard to dollar amount of offering (Rule 506(b) and 506(c))","publisher":"U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror)","document_type":"regulation","url":"https://www.law.cornell.edu/cfr/text/17/230.506","publication_date":"eCFR current as of 2026-09-29; last amended 2021-06-09","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-SEC-NAL-LATHAM-506C-2025","pinpoint":"Staff response of 2025-03-12","supports":"Minimum-investment verification route and its representations","source":{"source_id":"SRC-US-SEC-NAL-LATHAM-506C-2025","title":"No-Action Letter: Latham & Watkins LLP (Rule 506(c) verification via minimum investment amounts)","publisher":"U.S. Securities and Exchange Commission, Division of Corporation Finance","document_type":"guidance","url":"https://www.sec.gov/rules-regulations/no-action-interpretive-exemptive-letters/division-corporation-finance-no-action/latham-watkins-503c-031225","publication_date":"2025-03-12","jurisdiction":"US","status":"in force (staff position)","last_verified":"2026-10-01"}},{"source_id":"SRC-US-USC-15-80A-2","pinpoint":"Sec. 2(a)(51)(A)(i)-(iv)","supports":"Qualified purchaser thresholds","source":{"source_id":"SRC-US-USC-15-80A-2","title":"15 U.S.C. 80a-2 - Definitions (Investment Company Act sec. 2, incl. 2(a)(48) BDC and 2(a)(51) qualified purchaser)","publisher":"U.S. Congress (United States Code; LII mirror)","document_type":"statute","url":"https://www.law.cornell.edu/uscode/text/15/80a-2","publication_date":"Current US Code text as published by LII (accessed 2026-10-01)","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-ECFR-270-2A51-1","pinpoint":"17 CFR 270.2a51-1(b)","supports":"Definition of investments for the QP test","source":{"source_id":"SRC-US-ECFR-270-2A51-1","title":"17 CFR 270.2a51-1 - Definition of investments for purposes of section 2(a)(51) (qualified purchaser); certain calculations","publisher":"U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror)","document_type":"regulation","url":"https://www.law.cornell.edu/cfr/text/17/270.2a51-1","publication_date":"eCFR current as of 2026-09-29; no substantive amendment since eCFR baseline (2016-12-31)","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-USC-15-80A-3","pinpoint":"Sec. 3(c)(1)(A), 3(c)(7)(A)","supports":"Holder count, 10% look-through, QP status at acquisition","source":{"source_id":"SRC-US-USC-15-80A-3","title":"15 U.S.C. 80a-3 - Definition of investment company (Investment Company Act sec. 3, incl. 3(c)(1) and 3(c)(7))","publisher":"U.S. Congress (United States Code; LII mirror)","document_type":"statute","url":"https://www.law.cornell.edu/uscode/text/15/80a-3","publication_date":"Current US Code text as published by LII (accessed 2026-10-01)","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-ECFR-270-3C-5","pinpoint":"17 CFR 270.3c-5(a)(4), (b)","supports":"Knowledgeable employees excluded from 3(c)(1) count and 3(c)(7) test","source":{"source_id":"SRC-US-ECFR-270-3C-5","title":"17 CFR 270.3c-5 - Beneficial ownership by knowledgeable employees and certain other persons","publisher":"U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror)","document_type":"regulation","url":"https://www.law.cornell.edu/cfr/text/17/270.3c-5","publication_date":"eCFR current as of 2026-09-29; unchanged since 1997 adoption (62 FR 17529)","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-ECFR-275-205-3","pinpoint":"17 CFR 275.205-3(b), (d)(1)","supports":"Each fee-paying equity owner of a 3(c)(1) fund treated as a client; qualified client tests","source":{"source_id":"SRC-US-ECFR-275-205-3","title":"17 CFR 275.205-3 - Exemption from the compensation prohibition of section 205(a)(1) for investment advisers (qualified client)","publisher":"U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror)","document_type":"regulation","url":"https://www.law.cornell.edu/cfr/text/17/275.205-3","publication_date":"eCFR current as of 2026-09-29; last amended 86 FR 62475 (2021-11-10)","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-SEC-ORDER-IA-6961","pinpoint":"Order effective 2026-06-29 (Parts II-III)","supports":"Qualified client amounts $1,400,000 / more than $2,700,000","source":{"source_id":"SRC-US-SEC-ORDER-IA-6961","title":"Order Approving Adjustment for Inflation of the Dollar Amount Tests in Rule 205-3 under the Investment Advisers Act of 1940, Release No. IA-6961","publisher":"U.S. Securities and Exchange Commission","document_type":"release","url":"https://www.sec.gov/files/rules/ia/2026/ia-6961.pdf","publication_date":"Issued 2026-04-28; effective 2026-06-29","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-ECFR-29-2510-3-101","pinpoint":"2510.3-101(f)(1)","supports":"25% benefit plan investor threshold","source":{"source_id":"SRC-US-ECFR-29-2510-3-101","title":"29 CFR 2510.3-101 - Definition of \"plan assets\" - plan investments (plan asset regulation)","publisher":"U.S. Department of Labor, Employee Benefits Security Administration (CFR text via eCFR; LII mirror)","document_type":"regulation","url":"https://www.law.cornell.edu/cfr/text/29/2510.3-101","publication_date":"eCFR current as of 2026-09-29; no amendment since eCFR baseline","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-USC-29-1002","pinpoint":"Sec. 3(42)","supports":"Statutory 25% plan-asset test","source":{"source_id":"SRC-US-USC-29-1002","title":"29 U.S.C. 1002 - Definitions (ERISA sec. 3, incl. 3(34), 3(35), 3(42))","publisher":"U.S. Congress (United States Code; LII mirror)","document_type":"statute","url":"https://www.law.cornell.edu/uscode/text/29/1002","publication_date":"Current US Code text as published by LII (accessed 2026-10-01); para. (42) added by Pub. L. 109-280, sec. 611(f) (2006)","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-USC-26-1471","pinpoint":"Sec. 1471(a)","supports":"FATCA withholding framework behind self-certifications","source":{"source_id":"SRC-US-USC-26-1471","title":"26 U.S.C. 1471 - Withholdable payments to foreign financial institutions (FATCA)","publisher":"U.S. Congress (Internal Revenue Code; LII mirror)","document_type":"statute","url":"https://www.law.cornell.edu/uscode/text/26/1471","publication_date":"Current US Code text as published by LII (accessed 2026-10-01)","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-OECD-CRS-CARF-2023","pinpoint":"CRS","supports":"Name and publisher of the Common Reporting Standard (identification only)","source":{"source_id":"SRC-OECD-CRS-CARF-2023","title":"International Standards for Automatic Exchange of Information in Tax Matters: Crypto-Asset Reporting Framework and 2023 update to the Common Reporting Standard","authors":"OECD","publisher":"OECD Publishing","document_type":"standard","url":"https://doi.org/10.1787/896d79d1-en","doi":"10.1787/896d79d1-en","year":2023,"publication_date":"Published 8 June 2023 (CRS first approved 2014)","jurisdiction":"intl","status":"Current; first exchanges under CARF and amended CRS expected from 2027","last_verified":"2026-10-01"}},{"source_id":"SRC-US-ECFR-31-1010-230","pinpoint":"31 CFR 1010.230(d)(1)-(2), (e)(2)(v), (e)(2)(xi), (e)(3)(i)","supports":"25% ownership and control prongs; pooled vehicles advised by SEC-registered advisers excluded from legal entity customer; pooled vehicles operated or advised by a financial institution not excluded under (e)(2): control prong only","source":{"source_id":"SRC-US-ECFR-31-1010-230","title":"31 CFR 1010.230 - Beneficial ownership requirements for legal entity customers (CDD Rule)","publisher":"Financial Crimes Enforcement Network (CFR text via eCFR; LII mirror)","document_type":"regulation","url":"https://www.law.cornell.edu/cfr/text/31/1010.230","publication_date":"eCFR current as of 2026-09-29; last amended 2017-09-28","jurisdiction":"US","status":"in force (with 2026 exceptive relief)","last_verified":"2026-10-01"}},{"source_id":"SRC-US-FR-2025-24184","pinpoint":"91 FR 36","supports":"IA AML/CFT rule effective date postponed to 2028-01-01","source":{"source_id":"SRC-US-FR-2025-24184","title":"Delaying the Effective Date of the AML/CFT Program and SAR Filing Requirements for Registered Investment Advisers and Exempt Reporting Advisers (final rule), 91 FR 36","publisher":"Financial Crimes Enforcement Network (Federal Register via govinfo)","document_type":"release","url":"https://www.govinfo.gov/content/pkg/FR-2026-01-02/pdf/2025-24184.pdf","publication_date":"Effective as of 2025-12-31; published 2026-01-02","jurisdiction":"US","status":"in force","last_verified":"2026-10-01"}},{"source_id":"SRC-US-OFAC-SDN-LIST","pinpoint":"SDN List (accessed 2026-10-02)","supports":"The SDN list maintained by OFAC, used for investor screening","source":{"source_id":"SRC-US-OFAC-SDN-LIST","title":"Specially Designated Nationals and Blocked Persons List (SDN) - OFAC Sanctions List Service","publisher":"U.S. Department of the Treasury, Office of Foreign Assets Control","document_type":"data","url":"https://sanctionslist.ofac.treas.gov/Home/SdnList","publication_date":"Live list (accessed 2026-10-01)","jurisdiction":"US","status":"current","last_verified":"2026-10-01"}},{"source_id":"SRC-ILPA-PRINCIPLES-3","pinpoint":"p. 41 (Definitions: Fund Formation Documents)","supports":"Subscription documents bind the LP to the fund","source":{"source_id":"SRC-ILPA-PRINCIPLES-3","title":"ILPA Principles 3.0: Fostering Transparency, Governance and Alignment of Interests for General and Limited Partners","authors":"Institutional Limited Partners Association","publisher":"ILPA","document_type":"guidance","url":"https://ilpa.org/wp-content/uploads/2019/06/ILPA-Principles-3.0_2019.pdf","year":2019,"publication_date":"Third edition, released 27 June 2019","jurisdiction":"intl","status":"Current edition (no 4.0 found as of 2026-10-01)","last_verified":"2026-10-01"}},{"source_id":"SRC-STANFORD-SEARCH-FUND-PRIMER-2026","pinpoint":"p.16","supports":"Search fund investments documented with an LLC agreement, subscription agreement and accredited investor questionnaire","source":{"source_id":"SRC-STANFORD-SEARCH-FUND-PRIMER-2026","title":"A Primer on Search Funds: A Practical Guide for Entrepreneurs Embarking on a Search Fund (2026 edition, Case E958)","publisher":"Stanford Graduate School of Business (Peter Kelly; Dom Ng; Kim Latypov; Julie Makinen)","document_type":"paper","url":"https://www.gsb.stanford.edu/faculty-research/case-studies/primer-search-funds-practical-guide-entrepreneurs-embarking-search","publication_date":"2026 edition (replaces the 2021 Primer); 69 pages","jurisdiction":"US","status":"Latest edition","last_verified":"2026-10-01"}},{"source_id":"SRC-US-IRS-FORM-W9","pinpoint":"Form W-9 (Rev. 3-2024), certification items 3-4; General Instructions (\"Use Form W-9 only if you are a U.S. person\")","supports":"W-9 used only by US persons to give a TIN and certify US status and any FATCA exemption code","source":{"source_id":"SRC-US-IRS-FORM-W9","title":"Form W-9, Request for Taxpayer Identification Number and Certification (Rev. March 2024)","publisher":"U.S. Internal Revenue Service","document_type":"form","url":"https://www.irs.gov/pub/irs-pdf/fw9.pdf","publication_date":"Rev. March 2024 (current revision per irs.gov/forms-pubs/about-form-w-9, opened 2026-10-02)","jurisdiction":"US","status":"current","last_verified":"2026-10-02"}},{"source_id":"SRC-US-IRS-FORM-W8BEN","pinpoint":"About Form W-8 BEN; About Form W-8 BEN-E","supports":"Foreign persons certify foreign status for withholding and reporting; W-8 BEN-E documents status for chapter 3 and chapter 4 (FATCA)","source":{"source_id":"SRC-US-IRS-FORM-W8BEN","title":"About Form W-8 BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)","publisher":"U.S. Internal Revenue Service","document_type":"form","url":"https://www.irs.gov/forms-pubs/about-form-w-8-ben","publication_date":"Page opened 2026-10-02","jurisdiction":"US","status":"current","last_verified":"2026-10-02"}},{"source_id":"SRC-US-SEC-ORDER-33-10823","pinpoint":"Order (Release 33-10823), p. 2","supports":"Series 7, 65 and 82 licences designated under Rule 501(a)(10)","source":{"source_id":"SRC-US-SEC-ORDER-33-10823","title":"Order Designating Certain Professional Licenses as Qualifying Natural Persons for Accredited Investor Status (Release No. 33-10823)","publisher":"U.S. Securities and Exchange Commission","document_type":"order","url":"https://www.sec.gov/rules/other/2020/33-10823.pdf","publication_date":"Issued 2020-08-26 with Release 33-10824; effective 2020-12-08","jurisdiction":"US","status":"in force","last_verified":"2026-10-02"}}],"faq":[{"q":"Is a subscription agreement legally binding?","a":"It binds the investor once the GP accepts it and admits the investor at a closing. Before acceptance it is an offer, which the GP may reject or scale back."},{"q":"Why does a fund ask for a W-9 or W-8?","a":"To establish the investor's US tax status for withholding and reporting, including under FATCA. Form W-9 is used only by US persons, to provide a taxpayer identification number and certify status (including any FATCA exemption code); non-US investors give the relevant Form W-8 to certify foreign status for withholding and reporting."}],"seo":{},"first_published":"2026-01-01","last_reviewed":"2026-10-02","last_modified":"2026-10-02","content_version":"2.0.0","url":"https://altss.com/glossary/subscription-agreement","json_url":"https://altss.com/reference/concepts/subscription-agreement.json","title":"Subscription Agreement (Subscription Documents)","formulas":[],"sources":[{"source_id":"SRC-ILPA-PRINCIPLES-3","title":"ILPA Principles 3.0: Fostering Transparency, Governance and Alignment of Interests for General and Limited Partners","authors":"Institutional Limited Partners Association","publisher":"ILPA","document_type":"guidance","url":"https://ilpa.org/wp-content/uploads/2019/06/ILPA-Principles-3.0_2019.pdf","year":2019,"publication_date":"Third edition, released 27 June 2019","jurisdiction":"intl","status":"Current edition (no 4.0 found as of 2026-10-01)","last_verified":"2026-10-01"},{"source_id":"SRC-OECD-CRS-CARF-2023","title":"International Standards for Automatic Exchange of Information in Tax Matters: Crypto-Asset Reporting Framework and 2023 update to the Common Reporting Standard","authors":"OECD","publisher":"OECD Publishing","document_type":"standard","url":"https://doi.org/10.1787/896d79d1-en","doi":"10.1787/896d79d1-en","year":2023,"publication_date":"Published 8 June 2023 (CRS first approved 2014)","jurisdiction":"intl","status":"Current; 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