An Investor Said Yes. What Happens Next?

By Joel Arberman, founder of Prepared to Raise · 17 companies taken public, 30+ private placements prepared · Published November 9, 2026

Step 1: confirm in writing, the same day

A short email: thank you, the amount, the security and price, the minimum and the expected closing date, and what they will receive next and when. This is not a legal commitment from either side, but it fixes the terms before memories drift and it signals that you run things. If the investor asked for anything different from the standard terms, this is where you say yes or no, not after the documents are drafted.

Step 2: send the subscription package

Within 24 hours, send:

• The subscription agreement, in which the investor offers to buy a stated number of units or shares and makes representations about their status and understanding of the risks.
• The investor questionnaire, documenting how they qualify as accredited (or, in a 506(b) raise, their sophistication if they are not).
• The disclosure document (PPM or risk-factor memorandum) and the governing documents they will be bound by, if they have not already received them. They must have the disclosure before they commit.
• Wire instructions, sent securely, with a phone call to confirm them, because wire fraud targeting investment closings is common.
• A one-page checklist of what to sign and return and by when.

Use an e-signature tool. Paper and scanning add a week. What each offering document is for.

Step 3: verification (506(c) only)

If you are advertising the offering under Rule 506(c), you must take reasonable steps to verify that each investor is accredited before the sale: tax documents, account statements, a letter from their CPA or attorney, or a third-party verification service. Self-certification is not enough. Build this into the timeline and tell investors up front that it is coming, because it is the step where some hesitate. What verification involves and costs. Under 506(b), the signed questionnaire is normally sufficient.

Step 4: the minimum, escrow and when you can spend the money

Decide before the first close whether the offering has a minimum amount below which no money is accepted. If it does, funds received before the minimum is reached should be held, usually in a segregated account or a formal escrow, and returned if the minimum is not met by the deadline. If there is no minimum, you can accept and use each investment as it closes. Either way, state the rule in the documents and follow it exactly; spending money that was supposed to be held is the kind of thing that ends badly.

Step 5: receive, countersign, accept the wire

Review each signed package for completeness: every signature, every initial, the questionnaire filled in, the amount matching. Then countersign the subscription agreement, which is the moment the sale occurs. Confirm the wire has arrived before you issue anything. Keep every signed document and every wire confirmation in the data room; this file is what proves your exemption years from now.

Step 6: issue the interest and update the cap table

Record the investor in the company's unit or stock ledger, issue a certificate or an electronic record as the governing documents require, admit them as a member if an LLC, and update the cap table the same day. Send the investor a confirmation letter stating what they own, the date, and where their documents are. Investors judge the company by this letter more than you would expect.

Step 7: the Form D clock

The first sale in the offering starts a 15-day deadline to file Form D with the SEC. It is a short notice filing, done online, that your securities lawyer usually handles. Missing it does not by itself destroy the exemption, but it can affect your ability to use Regulation D in the future and it is the first thing a later diligence review checks. Do I need a Form D.

Step 8: state notice filings

Most states require a notice filing and a fee within a set period after the first sale to a resident of that state, often 15 days. Each new state an investor lives in triggers its own filing. Keep a running list of investor states and give it to your lawyer after each close. What blue-sky filings are.

Step 9: tell the other investors, carefully

A closed investment is the best news for everyone still deciding, and you can share the number of investors and amount committed. Do not share names without permission, and do not describe the committed investors in ways that pressure others. Under 506(b), keep every communication to people with whom you already have a relationship.

Step 10: the first update

Within 30 days of the first close, send a short update to everyone who has invested: funds received, what has been done with them, the next milestone, and one honest problem. Then keep a quarterly cadence. This is how you earn the second check, the referral and the patience you will need in a hard quarter. A quarterly investor update template.

How long this should take

From yes to funded: three to ten business days when the documents are ready. If it takes three weeks because the subscription agreement is still being drafted, you started the raise too early. The fix for the next raise is in the 90-day preparation plan, which puts the documents in place before the first conversation.

Related questions

How long should it take to close an investor after they say yes?

Three to ten business days when the subscription documents, disclosure and wire instructions are ready. Longer delays usually mean the documents were not prepared before the raise began, and they cost commitments.

Can I accept money before the subscription agreement is signed?

You should not. The countersigned subscription agreement is the sale; money received before it is undocumented and creates both legal and relationship problems. Send documents first, accept the wire after they are signed.

When do I have to file Form D?

Within 15 days after the first sale of securities in the offering. State notice filings typically follow within 15 days of the first sale to a resident of each state.

What if an investor wants to change the terms after saying yes?

Decide quickly and consistently. Any change for one investor must be offered to all investors in the round, so the usual answer to a late request for special terms is no. Document whatever you decide in the subscription agreement, not in email.

Where to start

Make sure the documents exist before the first yes: what a compliant round needs and what the lawyer does. Then set up the update rhythm with the quarterly investor update template.

This article is general information for founders, not legal, tax or investment advice. Securities rules depend on your facts; confirm your plan with a securities lawyer before you accept money.