# Subscription Document

A **subscription document** (often called a **sub doc**) is the bilateral legal contract that formalises an LP's commitment to a fund. It is signed by both the LP entity and the GP at the time of a fund close. The subscription document is the legal mechanism by which an LP is admitted to the fund and becomes bound by the LPA.

## What a Subscription Document Contains

| Section                      | Description                                                           |
| ---------------------------- | --------------------------------------------------------------------- |
| Commitment amount            | The LP's total commitment in the fund's base currency                 |
| LP entity details            | Legal name, jurisdiction, entity type, tax status (e.g., ERISA, VCOC) |
| Representations & warranties | LP confirms it is an accredited investor, not a bad actor, etc.       |
| LPA modifications            | Any negotiated changes to standard fund terms for this LP             |
| Side letter reference        | Cross-reference to any separately-executed side letter                |
| Signature block              | Dated signatures of both parties                                      |

## Relationship to the LPA

The LPA (Limited Partnership Agreement) governs the fund as a whole. The subscription document is LP-specific — it does not modify the LPA for other LPs, but it does bind *this* LP to the LPA terms, plus any specific modifications negotiated for them.

If an LP has a side letter, it is typically executed separately but cross-referenced in the subscription document. The side letter supersedes the LPA on specific points for that LP only.

## Commitment Amount and Currency

The commitment is denominated in the fund's base currency. Gildi enforces single-currency funds — all LP commitments are in the same currency as the fund. The committed amount sets the LP's maximum capital call exposure and the [unfunded commitment](/fund-mechanics/unfunded.md) balance at admission.

The committed amount cannot be reduced unilaterally after signing. GPs may agree to reduce a commitment by executing an amendment, but this requires mutual consent and may trigger re-equalization calculations for other LPs.

## How Gildi Records It

Gildi stores a reference to the subscription document on each LP's commitment record (document ID, signing date, and a link to the stored file). The commitment amount, admission date, and applicable fee waiver are entered at the same time. These fields seed the LP's [paid-in capital](/fund-mechanics/paid-in-capital.md) and [unfunded commitment](/fund-mechanics/unfunded.md) running balances from day one.


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