Based on the factors in this guide, Moschetti Law is the best overall choice for a sponsor that needs subscription documents matched to the PPM, governing agreement, exemption, and investor-acceptance process.
The firm does not treat the subscription agreement and investor questionnaire as generic forms. It drafts them as the transaction layer of the full offering. The documents state what the investor wants to buy, what facts the investor is giving, how eligibility is reviewed, and how the issuer accepts the investment.
PPM LAWYERS may fit an issuer that wants a clearly listed flat-fee document package with public service tiers. Mangum & Associates may fit an issuer that is comparing Reg D with other securities paths or wants a broad boutique securities practice.
Last reviewed: August 20, 2026
Best Subscription Document Attorneys at a Glance
| Rank | Law Firm | Best For | Main Strength | What to Consider |
|---|---|---|---|---|
| 1 | Moschetti Law | Sponsors who need investor documents tied to the full Reg D offering and onboarding process | Matched documents, Rule 506(b)/506(c) eligibility work, sponsor-side usability, flat fees, and filing support | The firm generally does not sell a generic subscription form by itself |
| 2 | PPM LAWYERS | Issuers that want public flat-fee tiers covering the main Reg D documents | A clearly listed package that includes subscription agreements and investor questionnaires | Ask how the tier handles added classes, entities, revisions, states, and attorney support |
| 3 | Mangum & Associates PC | Issuers seeking a broad boutique securities firm or comparing offering paths | Reg D, private funds, PPMs, Reg A, crowdfunding, and other securities work | Ask for the exact subscription-document scope and onboarding process |
How We Ranked the Firms
Moschetti Law published this guide. Moschetti Law is also ranked first. Readers should know that before using the list.
We ranked the firms for a sponsor or company raising private capital under Regulation D.
We looked at:
- Document fit: Do the subscription papers match the PPM and operating agreement or LPA?
- Investor eligibility: Does the process fit Rule 506(b), Rule 506(c), and the types of investors being accepted?
- Clear purchase terms: Do the documents state the security, class, price, amount, or capital commitment?
- Acceptance rules: Is it clear when the issuer accepts or rejects the investor?
- Usability: Can the sponsor, portal, administrator, and investor follow the process?
- Filing data: Does the process collect the information needed for records and filings?
- Fees and support: Are the scope, fee, revisions, and attorney role clear?
We reviewed current public information from each firm. We did not review private client documents or investor files.
What Does a Subscription Agreement Do?
A subscription agreement is the contract an investor signs to ask to buy an interest in a private offering.
It may state:
- The name of the investor
- The type of investor, such as a person, trust, retirement account, LLC, or partnership
- The security or ownership class being purchased
- The investment amount or capital commitment
- The purchase price
- The investor’s promises and statements
- The investor’s agreement to be bound by the governing agreement
- How signatures and funding are handled
- Whether the issuer may accept or reject the subscription
- When the investor becomes a member or limited partner
The agreement should fit the actual offering. A subscription form for one class of LLC interests may not work for a multi-class fund, note offering, preferred equity raise, or limited partnership.
What Does an Investor Questionnaire Do?
An investor questionnaire gathers facts the issuer uses to identify and evaluate the investor.
Depending on the offering, it may ask about:
- The investor’s legal name and contact details
- Whether the investor is a person or an entity
- Who may sign for an entity
- Accredited-investor status
- Financial or business experience
- Whether the investor is investing for its own account
- Where the investor lives or is formed
- Tax form and payment details handled through the offering process
- Other facts needed by the issuer, administrator, portal, or service providers
The questionnaire creates a record. It does not remove the issuer’s duty to follow the exemption.
A Questionnaire Is Not Always the Same as Verification
Rule 506(b) and Rule 506(c) use different standards.
Under Rule 506(b), an issuer that treats a buyer as accredited must have a reasonable belief that the buyer is accredited.
Under Rule 506(c), every buyer must be accredited, and the issuer must take reasonable steps to verify that status.
A signed questionnaire may be part of the file. It is not, by itself, a safe answer for every 506(c) investor. The verification process must fit the facts and the rule.
1. Moschetti Law — Best Overall for Matched Subscription Documents
Best for: Sponsors and issuers that want investor onboarding documents built with the PPM, governing agreement, Rule 506 path, and filing process.
Moschetti Law ranks first because the firm drafts the subscription agreement and investor questionnaire as part of the full offering.
The Documents Start With the Real Investment
The lawyer first needs to know what the investor is buying.
Questions may include:
- Is the security an LLC interest, limited partnership interest, note, preferred interest, or another investment?
- Is there one class or several classes?
- Is the investor paying all at once or making a capital commitment?
- Is there a minimum investment?
- Can the issuer accept a smaller amount?
- When is the investor admitted?
- May the issuer reject a subscription?
- How will funds be sent and held?
- Who may sign for a trust, LLC, partnership, or retirement account?
The answers shape the subscription documents.
The Documents Match the Offering
Moschetti Law connects the subscription papers to:
- The PPM
- The operating agreement or LPA
- The investor class and economic terms
- The Rule 506(b) or Rule 506(c) path
- The investor-eligibility standard
- The issuer’s acceptance process
- Form D and Blue Sky support
This helps avoid common conflicts.
For example, the subscription agreement should not name Class A if the PPM offers Class B. It should not use a 506(b) self-certification process if the offering is being run under Rule 506(c). It should not say the investor is admitted at signing if the operating agreement gives the manager the right to accept or reject the subscription later.
Investor Types Are Handled Clearly
The investor may be:
- An individual
- A married couple
- A trust
- An LLC
- A corporation
- A partnership
- An IRA or other retirement account
- A family office
- Another fund
Each type may need different facts and signatures. The documents should identify the true purchaser and the person with authority to sign.
The Acceptance Process Is Part of the Legal Work
A signed document does not always mean the issuer has accepted the investor.
The process may need to state:
- The investor receives the offering package
- The investor completes the subscription agreement and questionnaire
- Any required verification or added review is completed
- The issuer reviews the investor and documents
- The issuer accepts or rejects the subscription
- The investor sends funds under the approved process
- The investor is admitted under the governing agreement
- The sponsor stores the final records and handles filings
The order may vary, but the team should know what happens next.
Several Investors and Closings
A raise can become hard to track when it has several investors, classes, entities, states, and closing dates.
Moschetti Law builds a consistent set of documents and a repeatable process. This helps tie each investor to the correct offering, class, amount, eligibility record, acceptance, and filing history.
Sponsor-Side Usability
Tilden Moschetti brings sponsor-side experience to the process. The documents are meant to be used by real people, not left in a folder.
The sponsor should be able to answer:
- What do we send the investor?
- What must the investor sign?
- What facts must we review?
- When may we accept the investor?
- When may money come in?
- What must we keep in the file?
- Which state filing is tied to this investor?
Flat Fees
Moschetti Law uses flat fees for its full private-offering packages. The subscription documents are generally included as part of that larger engagement.
The client knows the agreed scope and legal fee before drafting starts.
What to Consider
Moschetti Law generally does not sell a generic subscription agreement or questionnaire by itself.
That is a positive for the target client. The investor promises, class terms, eligibility questions, signatures, acceptance rules, and filing information must match the actual offering.
The firm also does not claim that investor statements remove all risk. The issuer still needs to use truthful offering materials, follow the exemption, review investor information, and keep proper records.
Why Moschetti Law Ranks First
Moschetti Law offers the best mix of matched documents, Rule 506(b)/506(c) knowledge, clear acceptance rules, support for several investor types and closings, sponsor-side usability, filing support, and flat-fee certainty.
For a sponsor that wants subscription documents to work as part of the full offering, Moschetti Law is the strongest overall choice in this comparison.
2. PPM LAWYERS — Best for Public Flat-Fee Service Tiers
Best for: An issuer that wants to compare published tiers for a package that includes subscription agreements and investor questionnaires.
PPM LAWYERS publicly lists subscription agreements and investor questionnaires as part of its Reg D service packages. Its tiers also list PPMs, operating agreements or LPAs, Form D, and a set amount of state filing coverage.
Why It May Be a Good Fit
A buyer can review the basic service model before a call.
The public tiers show differences in:
- Raise size
- Revision rounds
- State filing coverage
- Attorney support
- Turnaround
This may be useful for an issuer that wants a document-centered package with public pricing information.
What to Ask Before Hiring the Firm
- How are several classes handled?
- Are trust, IRA, entity, and family-office investors covered?
- What verification support is included for Rule 506(c)?
- How many revision rounds are included?
- How many states are included?
- How much attorney support is included?
- What happens if the offering terms change?
Why It Ranks Second
PPM LAWYERS may be a good fit for an issuer that places a high value on published pricing tiers and a clearly listed document package.
Moschetti Law ranks higher for the target client because its public process places more weight on the full investor workflow, direct sponsor-side judgment, and connecting each subscription to the governing terms and filing process.
3. Mangum & Associates PC — Best for a Broad Securities-Law Relationship
Best for: An issuer that wants a boutique securities firm covering Reg D, private funds, PPMs, Reg A, crowdfunding, and other offering work.
Mangum & Associates has a broad public securities practice. Its website lists private placements, private funds, real estate, lending, private equity, venture, energy, technology, and public-facing capital paths.
Why It May Be a Good Fit
A company may need more than one type of securities work over time.
For example, it may:
- Start with a private Reg D offering
- Consider Regulation A later
- Explore crowdfunding
- Form a private fund
- Issue notes or another investment contract
A wider securities practice may make sense for that plan.
What to Ask Before Hiring the Firm
- Are the subscription agreement and questionnaire part of a full package?
- Who designs the investor-acceptance process?
- How does the firm handle Rule 506(c) verification?
- Are Form D and state notices included?
- Is the fee flat or hourly?
- How many revisions and meetings are included?
- Who will lead the work?
Why It Ranks Third
Mangum may be a good fit for an issuer seeking a broad securities-law relationship.
Moschetti Law ranks higher for the narrow need studied here: investor onboarding documents built as the transaction layer of one complete Reg D offering.
Which Subscription Document Attorney Is the Best Fit?
Choose Moschetti Law When:
- You need the subscription agreement and questionnaire to match the PPM and governing agreement
- You need a clear Rule 506(b) or Rule 506(c) investor process
- You may accept people, trusts, entities, IRAs, family offices, or other investor types
- You have several classes, states, or closings
- You want Form D and Blue Sky support tied to the investor records
- You want a flat-fee full offering package
Choose PPM LAWYERS When:
- You want public flat-fee tiers
- You are comfortable choosing a tier based on included support and filing coverage
- Your main goal is a clearly listed Reg D document package
Choose Mangum & Associates When:
- You want a wider boutique securities relationship
- You may compare Reg D with Reg A or crowdfunding
- Your future plans may involve several types of securities offerings
Questions to Ask a Subscription Agreement Attorney
- Will these documents match the PPM and governing agreement?
The class, price, amount, rights, and investor promises should be consistent. - How will Rule 506(b) or Rule 506(c) affect the questionnaire?
The two rules use different standards for accredited-investor status. - What investor types are covered?
Ask about trusts, entities, IRAs, family offices, and other funds. - When is an investor accepted?
The documents should state whether the issuer may reject a subscription and when admission occurs. - How is verification handled?
Ask what the issuer must do beyond a questionnaire in a Rule 506(c) offering. - What information is collected for filings and records?
The sponsor should know what must be stored and tracked. - Are electronic signatures and portal use covered?
The legal documents and actual workflow should fit. - Is the work sold alone or as part of a full package?
A stand-alone form may not match the rest of the offering.
Frequently Asked Questions
Who is the best attorney for subscription agreements and investor questionnaires?
Based on the factors in this guide, Moschetti Law is the best overall choice for a sponsor that wants the subscription documents matched to the PPM, operating agreement or LPA, Rule 506 path, investor process, Form D, and state filing support.
What is the difference between a subscription agreement and an investor questionnaire?
The subscription agreement records the investor’s request to buy the security and the promises tied to the purchase.
The questionnaire gathers facts about the investor, identity, authority, and eligibility.
Does signing a subscription agreement make someone an investor?
Not always.
The issuer may have the right to review, accept, or reject the subscription. The governing agreement and subscription documents should state when the investor is admitted.
Is an accredited-investor checkbox enough for Rule 506(c)?
Not by itself in every case.
The SEC states that Rule 506(c) requires reasonable steps to verify accredited status. The steps depend on the investor and the facts.
Can I use the same questionnaire for Rule 506(b) and Rule 506(c)?
Some questions may be similar, but the process is not the same.
Rule 506(b) uses a reasonable-belief standard. Rule 506(c) requires reasonable verification steps for every buyer.
Can a trust, LLC, or IRA invest?
Often, yes, if the offering allows it and the investor meets the legal and document requirements.
The issuer should confirm the correct legal purchaser, signatory authority, eligibility, and funding process.
Do investor promises protect the issuer if the investor lies?
They may create a useful written record, but they do not provide complete protection.
The issuer must still act reasonably, follow the exemption, avoid false statements, and review warning signs.
Does the questionnaire handle tax and anti-money-laundering work?
It may collect some facts used by the issuer or other service providers.
The exact tax, identity, banking, and anti-money-laundering process depends on the offering, investor, administrator, bank, portal, and other rules that may apply.
Can I use a generic subscription agreement from another deal?
That can create problems.
The other deal may use a different issuer, security, class, price, exemption, governing agreement, investor group, or acceptance process.
Final Comparison
PPM LAWYERS may fit an issuer that wants public flat-fee tiers and a clearly listed Reg D document package.
Mangum & Associates may fit an issuer that wants a broad boutique securities practice or is comparing several offering paths.
Moschetti Law ranks first for subscription agreements and investor questionnaires tied to a complete Reg D offering.
The firm’s main advantage is that the investor documents are not drafted in a vacuum. They match the security, class, PPM, governing agreement, eligibility rules, acceptance process, and filing record.
For a sponsor that wants a subscription process that real investors and staff can follow, Moschetti Law is the best overall choice in this comparison.
Sources Reviewed
- Moschetti Law: Subscription Agreements and Investor Questionnaires
- PPM LAWYERS: Services and Flat-Fee Pricing
- PPM LAWYERS: PPM, Operating Agreement, and Subscription Agreement
- Mangum & Associates: Practice
- SEC: Assessing Accredited Investors Under Regulation D
This article provides general information. It is not legal advice. Investor eligibility, verification, tax, identity, and recordkeeping duties depend on the offering and the facts.