An Investor Wants to Raise or Lower Their Commitment

Between the moment an investor signs and the day you close, plans change. A bonus arrives and they want to invest more. A tax bill comes and they want to invest less. How you handle the request affects your documents, your cap table and your investors' trust. This post is part of our guide to how investors commit and wire. It is general information, not legal or tax advice.

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Check what the documents say

Start with the subscription agreement and the offering terms. They usually say whether a commitment is binding once signed, what the minimum investment is and what the sponsor may accept or reject. See subscription agreement and back out after signing. If you wrote terms into the documents, follow them. Improvising here can hurt other investors.

When an investor wants to invest more

1. Check the room. Confirm the raise has room under its maximum. If it is oversubscribed, see oversubscribed syndication allocation.
2. Check the investor. A larger amount may change what you need to verify, especially under Rule 506(c). See accredited investor verification.
3. Get a new signed subscription for the new total, not an email saying "add $10,000".
4. Update the escrow expectation. The investor wires the new total or the difference. See an investor wired the wrong amount.
5. Update the cap table. See cap table and ownership percentages.

When an investor wants to invest less

A signed commitment is not something an investor can usually walk away from at will. Whether you let them reduce it is the sponsor's decision, guided by the documents.

• If the documents allow a reduction, document it with an amended subscription.
• If the raise is close to its minimum, a reduction could put the closing at risk. See minimum raise and partial closing.
• If the investor is leaving entirely, see investor wants out before closing.

Whatever you decide, treat investors alike. Letting one investor reduce without offering the same to others creates an unequal deal.

Pitfalls to avoid

• Agreeing in a text message. Informal changes leave the file out of step with the money.
• Letting the total slip past the offering maximum. Some documents cap the raise, and a Form D describes the offering. See Form D amendment.
• Forgetting the investor's economics. A different amount changes their ownership percentage and their share of fees and distributions.

How DoorRaise fits in

On DoorRaise, an investor's commitment, documents and wire status sit together in the deal, so a sponsor can see the effect of a change before closing. Funds go to escrow at Enterprise Bank & Trust by wire. DoorRaise charges a flat $1,500 setup fee and a flat $5,000 yearly administration fee, with no extra charge for investor changes.

Frequently asked questions

Can an investor cancel after signing?

It depends on the subscription agreement and the law. Signed commitments are generally binding unless the documents or law give a right to cancel. Read your documents and ask your own attorney.

Do I need a new PPM if an investor changes their amount?

Usually not for one investor's change. A change to the offering's terms is different. See PPM supplement for a material change.

What if the increase takes the investor above a percentage limit?

Check the operating agreement and any lender or legal limits. Some thresholds trigger extra checks. See KYC and AML onboarding.

Sources

• 17 CFR 230.506, Exemption for limited offers and sales without regard to dollar amount of offering
• SEC: Investor Bulletin, Private Placements Under Regulation D

This article is general information as of November 2026, not legal, tax or investment advice. Every investment can lose money. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.