Coding documents is a process put in place to allow investors to quickly and effectively fill out operating agreements and other documents where investor information or acknowledgment is needed. IMS has a number of variables that are applied and embedded into a document that when uploaded into the platform are compatible with the DocuSign software and allow them to complete the signing process with ease. The coding process is simple, but the amount of time required for coding greatly depends on the intricacy of the document and how many variables are needed for coding.
First, you’ll want to make sure you are coding your document in Word Document format. The coding will not be successfully embedded in any other file type. We recommend naming the coded version of the file something different than the original. (Example: Subscription Agreement – Coded)
The coded variables will need to be in white text so that they blend in with the background of the document that the investors will see. To make the code easier to see, you’ll want to change the document background color. To do this click on the Design tab in Word, select ‘Page Color’, then choose a color. (Please Note: You’ll want to use a color that doesn’t contrast too drastically with white text.)
Next, you’ll need to add a textbox that will lay on top of the text of the document when you add the variable in. Click on the Insert tab and select the Draw Text Box option at the bottom of the menu.
You’ll notice the cursor will change to a + sign. Click and drag to create your textbox. The textbox will need some formatting, but once that’s done, you’ll be able to copy and paste new text boxes for your other variables. The following formatting updates to the text box will be necessary before we can start coding.
Background Color: We’ll want to change it so that it’s transparent. Click inside the box, then right click and select Fill and choose the ‘No Fill’ option.
Outline Color: Follow the same steps as with the background color only this time select the Outline.
Text Color: Click into the text box, then select the Home tab and change the font color to white.
You are now ready to start coding your document. You can refer to the Master Variable Sheet (PDF attached at the bottom of this article) for all currently applicable codes. (Please Note: Each code begins and ends in two brackets and almost every multi-word variable is separated by an underscore. (Ex. [[legal_name]] , [[tax_id_number]] , [[date]] , etc.))
When applying the codes please be sure to copy and paste directly from the IMS coding variable sheet. While free typing is also an option, there’s a higher likelihood that the code may be mis-entered and therefore will not successfully be converted when going through DocuSign. Additionally, you’ll want to make sure to select ‘In Front of Text’ as the the Layout Option so that it doesn’t interfere with the original document text.
After pasting the text, you can click and drag the textbox to the appropriate spot. Keep in mind that where you place the variable may not necessarily be where it shows up on the document from the investor standpoint, so you may need to adjust the position by either clicking and dragging or by selecting the textbox and using the navigational arrows on your keyboard if only a slight shift is needed.
To add the next variable simply right click on your existing text box, then copy and paste. From there simply erase the variable from the previous box then copy and paste the new variable and drag it to the appropriate spot.
Best Practice Guidelines When Coding Documents
- When positioning the textbox for most variables place the code above the line in the document. This will ensure that the text will sit just above the line when going through the Investment Wizard and testing the document(s).
- There are a couple of exceptions to this rule such as the checkbox and radio buttons where placement of the code to the left and/or slightly below the line will actually cause it to show up in the correct spot on the Investor side. As you code more and more documents you will get a feel for where the codes should be placed.
- When coding multiple variables on one line, keep in mind how long or short the text will be so you don’t incur any overlapping when the text pulls through.
- If both brackets on each side are not visible the code will not display when testing the document(s).
- You’ll notice there are universal variables, but there are also profile type specific variables. These codes will only populate if the investment is placed in the applicable investment vehicle. For example, if there’s a section of your document that only applies to Individual investors, the variable will have an ‘i’ at the beginning of it. The application of profile type specific variables will prevent investors with different investment vehicles from having that information filled out in those sections unnecessarily.
- The different profile type options as well as their prefixes are:
- Individual – [i]
- Entity (includes Entity, Trusts, & Self-Directed IRA) – [e]
- Joint account – [ja]
- Self Directed IRA – [sdi]
- Trust – [tr]
- In the case that a section is applicable to multiple vehicles but not all, you can layer the variables so that both types will have their information coded in. A common example of when this might be necessary is if both individuals and joint accounts need to fill out the same portion of an agreement. To layer the codes simply drag and drop one code on top of the other so that the text looks jumbled or blurred.
- For most of the more interactive codes such as signature, radio buttons, or free type textboxes, you hav the option to indicate whether the fields should be required or optional, but keep in mind that the selection is an all or nothing setting for that variable. For example, if you make a certain textbox required, but that section only pertains to Joint Accounts, it will still be required for anyone who fills out the form because that variable isn’t specific to any one investment vehicle. The only exception to this are the checkboxes which are always optional.
- Lastly, some variables have a finite number of uses within an offering. This is important to note in the case that you have several coded documents within a single offering. To the investor, these documents will appear as one extended document, so it’s important that the following codes are unique or ‘count up’ in each instance used (Ex. If you already used [[sm_textbox0]] the next time you needed a small textbox you would use [[sm_textbox1]])
- Checkboxes – [[cb0]] up to [[cb100]]
- Radio Buttons – [[rb0gp0]] up to [[rb14gp0]]
- There are a total of 14 radio button options allowed in a single grouping, but you can make a new grouping by changing the number after the gp in the code (Ex. [[rb0gp2]] would be the first radio button option in group 2 of radio buttons, [[rb5gp2]] would be the fifth radio button option in group 2). You can have a total of 24 groups.
- Textboxes – You can use the same size text box 19 times each (optional and required respectively). Be careful to make each textbox option unique because if you enter the same textbox code in two different places, the investor will experience duplicated text where the two codes were placed.
- Text box size options include:
- Small – [[sm_textbox0]]
- Medium – [[md_textbox0]]
- Large – [[lg_textbox0]]
- X-Large – [[xlg_textbox0]]
- Text box size options include:
Once you’ve fully coded your document, you’ll want to test it a few times to make sure the coding appears in the correct spot as an investor and that only the relevant variables are showing for any specific investment vehicles.
Before doing this, you’ll want to change the page color back to white and save the document in PDF format as this is the only format that is compatible with DocuSign. After that, you’ll want to upload the document in the class(es) that the offering is available to.
When uploading the coded document, there will be four checkbox selections. IMS best practice is to select:
- Show Page
- Acknowledgements Page
- Use document with DocuSign
The only one that’s absolutely required for DocuSign to work, is the ‘Use document with Docusign’ so be sure that one is selected at the very least.
After uploading the document(s), you’re ready to start testing. There are two ways to get to the DocuSign portion: By using ‘Invite to Invest’ on the Admin end or the Investment Wizard through the Investor Portal. In either case you’ll want to create yourself as a contact in the CRM so you can access the Investor Portal.
To learn how to use either of these functions, check out the short video tutorials housed in our Help Center:
Once you’ve viewed the document in DocuSign, we recommend as you review the placement of the variables that you make the adjustments as you go through the signing process before saving the updates and testing it again. You may need to repeat the testing process several times, but once you’ve verified that the variables are in a good place, you’re all set!