A continuation vehicle is a new fund entity, which means it needs its own regulatory filings separate from the original fund. Missing these filings creates the same regulatory risk as missing filings for a primary fund.
- Form D. If the CV raises capital under Regulation D, it needs its own Form D filing with the SEC within 15 days of first close.
- Blue sky filings. State notice filings are required in states where the CV has investors. These are separate from the original fund's state filings.
- Form ADV updates. The GP's adviser registration (whether RIA or ERA) needs to be updated to reflect the new fund on Schedule D of Form ADV.
- State adviser filings. Depending on where the GP is located and where investors are based, state-level adviser notice filings may also be required.
These filings should be tracked on their own timeline, independent of the original fund's filing schedule. Fund administrators and compliance teams should build the CV into their filing calendar as soon as the transaction closes.
For more on CV entity setup, see the Continuation Vehicle Entity Structure guide.
This content is for informational purposes only and does not constitute legal, tax, or compliance advice. Consult qualified counsel for guidance specific to your situation. Capital Company is not a law firm and does not provide legal advice.