LP onboarding checklist: subscription documents, KYC, accreditation and tax forms

Before you start

Decide three things with counsel before the first subscription goes out, because they set what you have to collect. Which exemption the fund relies on: 3(c)(1), with its 100-investor cap, or 3(c)(7), qualified purchasers only. Whether the offering is 506(b) or 506(c), which decides whether you verify accreditation or accept self-certification. And which jurisdictions your LPs will come from, which decides the tax forms.

Then build one package. LPs resent being asked for things in three emails over two weeks. The tools in our onboarding comparison exist mostly to send one package and pre-fill it.

The checklist

1. Subscription agreement. The LP's commitment amount, representations, the questionnaire, and signature. Pre-fill name, entity type and address from your CRM. Institutional LPs will return it marked up; a first-time manager should expect that and budget a week.
2. Investor questionnaire. Accredited investor status under Rule 501(a), and qualified purchaser status if the fund is 3(c)(7). For an individual, accreditation is net worth over $1 million excluding the primary residence, income over $200,000 (or $300,000 jointly) for two years, or a Series 7, 65 or 82 licence. Qualified purchaser is $5 million in investments.
3. Verification, if 506(c). Reasonable steps to verify accreditation. A high minimum investment with written representations can count, per the SEC staff's March 2025 letter. Otherwise a third-party letter.
4. KYC. Government ID for individuals; formation documents, ownership chart and ID for beneficial owners above your threshold for entities. Trusts need the trust deed and trustee ID.
5. AML and sanctions screening. Screen every investor and beneficial owner against OFAC's SDN list, which binds every US person today, plus PEP and adverse-media lists if your bank or LPs expect them. Record the result and the date.
6. Source of funds. A short written statement for individuals; audited financials or a regulator's registration for institutions. Banks ask.
7. Tax forms. W-9 for US investors; the correct W-8 (BEN, BEN-E, IMY, ECI) for non-US investors. FATCA and CRS self-certifications if the fund or a feeder is offshore.
8. Side letter. Negotiated terms go in a register the day they are signed: fee discounts, MFN, co-invest rights, reporting extras, excuse rights. Every later capital call and report has to honour them.
9. Wire instructions and bank confirmation. Send yours through the portal, never in an email body, and tell LPs on day one that you will never change them by email. Collect theirs for distributions.
10. Countersignature and acceptance. The GP countersigns, the LP is admitted at the close, and the file is complete.

After the close

File Form D within 15 days of the first sale, which the SEC defines as the date the first investor is irrevocably committed. Update your capital accounts and your investor register. Put the complete onboarding file where the auditor will look for it in eleven months: one folder per LP, one index.

What the law requires today

Less than LPs think, and less than it will. FinCEN's rule bringing investment advisers under federal AML program requirements was finalised in August 2024, then postponed; the final rule of December 31, 2025 moved the effective date to January 1, 2028, and FinCEN has said it will revisit the scope. OFAC sanctions compliance applies now and always has. Treasury's own 2024 risk assessment says private funds are "not subject to comprehensive AML/CFT requirements," which is exactly why your bank and institutional LPs insist on seeing the checks done.

What goes wrong

• Asking in pieces. Three emails over two weeks instead of one package.
• Not reusing. An LP in Fund I re-keys everything for Fund II. Tools that store the profile take two minutes the second time.
• Beneficial owners missed. The entity is screened; the people behind it are not. Banks catch this.
• Side letters outside the register. The discount is agreed, then forgotten at the first capital call.
• Wire instructions in email. The fraud surface every fund eventually meets.