If you rely on the private fund adviser exemption (Section 203(m)), crossing $150 million in U.S. regulatory AUM means you no longer qualify. You have 90 days from the date of your annual amendment to apply for full RIA registration with the SEC.
Registration triggers a significant compliance buildout. You will need written compliance policies and procedures, a designated Chief Compliance Officer, a code of ethics, Form ADV Part 2 (the brochure describing your services and fees), and readiness for periodic SEC examinations. Most managers also need to formalize custody arrangements and establish compliance calendars.
The 90-day timeline is tight for building all of this from scratch. If you expect to cross $150 million within the next year or two, start the compliance buildout well in advance. Waiting until after you cross the threshold creates a scramble that can distract from fundraising and portfolio management.
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.