ERAs file a subset of Form ADV Part 1A. They do not file Part 2 (the brochure) or Part 3 (Form CRS). Understanding what each part contains and which items you are responsible for helps you prepare an accurate filing and avoid common mistakes.
Part 1A: What ERAs Complete
Part 1A is the structured, checkbox-and-fill-in portion of Form ADV. ERAs complete a subset of the items, focused on identifying the adviser, its ownership, its funds, and its regulatory status.
Items 1-3 cover basic identification: your firm's legal name, SEC file number (CRD number), and the states where you have a place of business or are filing notice filings.
Item 2 is where you select your exemption. You will check the box for either the venture capital fund adviser exemption or the private fund adviser exemption. Getting this right is critical. Selecting the wrong exemption is one of the most common Form ADV mistakes.
Item 6 asks whether you have other business activities. If your management company or its principals are involved in other financial businesses (broker-dealer, real estate, insurance), you disclose them here.
Item 7 covers your advisory activities, including the types of clients you advise and whether you have discretionary authority.
Item 10 asks about your control persons. Principals who control or are controlled by your advisory firm are reported here and on Schedules A and B.
Item 11 covers disciplinary history. Any legal or disciplinary events involving the firm or its control persons must be disclosed, including criminal charges, regulatory actions, and civil proceedings.
Schedule D, Section 7.B is where you report information about each private fund you advise. This includes the fund's name, structure, size, and other details. Every fund and SPV you manage should appear here.
Schedules A and B list your direct and indirect owners and control persons. These are individuals and entities that own 25% or more of your firm, or that otherwise control its operations.
Part 2: The Brochure (RIAs Only)
ERAs do not file Part 2. For context, Part 2A is a narrative document describing the adviser's services, fees, investment strategies, conflicts of interest, and disciplinary history. Part 2B provides biographical information about key advisory personnel. These are required for registered advisers and must be delivered to clients.
If you transition from ERA to RIA, preparing Part 2 is one of the more time-consuming parts of the process.
Part 3: Form CRS (RIAs Only)
Form CRS is a relationship summary designed for retail investors. Most private fund advisers do not have retail clients, but if you register as an RIA, you may still need to prepare one depending on your client base.
Filing Mechanics
You file Form ADV electronically through FINRA's IARD system. You will need to create an account, fund it (the SEC filing fee is $150, plus any applicable state fees), and submit online. The system walks you through each item, but you should prepare your answers in advance, particularly for Schedule D (fund information) and Schedules A/B (ownership).
Your initial filing is due within 60 days of your first fund's initial close. Annual updates are due within 90 days of your fiscal year end.
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This article is for informational purposes only and does not constitute legal advice. Consult qualified legal counsel for advice specific to your situation.