Missing a deadline does not just create a compliance gap. It can trigger penalties, loss of exemptions, or LP dissatisfaction. This calendar covers the key recurring dates for private fund managers with calendar-year funds. If your fund uses a non-calendar fiscal year, adjust the dates accordingly.
Q1: January Through March
The first quarter is the busiest compliance period of the year. Multiple filing deadlines cluster in this window, and preparation for each one should begin well before the due date.
- January 1. New fiscal year begins for calendar-year funds. Year-end NAV calculations, capital account closings, and audit preparation should already be underway.
- Late January. Begin preparing your Form ADV annual amendment. The amendment requires updated AUM figures, fund information, and any changes to your business operations from the prior year.
- March 15. Form 1065 (partnership tax return) and Schedule K-1s are due for calendar-year funds, unless an extension is filed. LPs need K-1s to file their own tax returns, and late K-1s are a common source of LP complaints.
- March 31. Form ADV annual amendment is due for both RIAs and ERAs. This is a hard deadline. Late filings are a compliance deficiency and can trigger SEC attention.
Q2: April Through June
The second quarter brings the critical custody rule audit deadline and several administrative obligations.
- April 30. Audited financial statements must be distributed to investors within 120 days of fiscal year-end. For calendar-year funds, this is April 30. Missing this deadline means failing the custody rule audit exception for the entire year.
- June 1. Delaware franchise tax reports and payments are due for Delaware entities. Most fund vehicles are formed in Delaware, so this applies to the fund LP, the GP entity, and the management company.
- June 30. If your regulatory AUM crossed $150 million during the prior year, you must register as an RIA by this date. This deadline applies to managers relying on the private fund adviser exemption who have outgrown the exemption threshold.
Ongoing Throughout the Year
Several compliance obligations recur on schedules that do not align with calendar quarters. These require ongoing monitoring rather than annual attention.
- Form D amendments. You must amend Form D if material information changes. Some managers file an annual amendment as a matter of practice, even if not technically required, to keep the filing current.
- Blue sky renewals. State notice filing renewals vary by state. Some renew automatically, others require affirmative renewal. Track each state where you have filed.
- State notice filings. If you add investors from new states, you may need to make additional state notice filings during the year.
- Quarterly LP reporting. Most LPAs require quarterly capital account statements, portfolio updates, and financial summaries. While not a regulatory requirement, missing LP reporting deadlines erodes trust.
- Other-than-annual ADV amendments. If certain information on your Form ADV becomes materially inaccurate during the year (such as disciplinary events or changes to your advisory business), you must file a prompt amendment rather than waiting for the annual update.
Key One-Time Deadlines for New Funds
New fund launches trigger their own set of deadlines that are separate from the annual compliance calendar.
- Within 15 days of first sale. Form D must be filed with the SEC, and blue sky notice filings must be made in each state where securities were sold. The 15-day clock starts from the date of the first sale of securities, which is typically the date of the initial closing.
- Within 60 days of first close. If you are a new adviser filing Form ADV for the first time, the initial filing should be completed within 60 days of commencing advisory activities. For most managers, this coincides with the first fund closing.
Missing these one-time deadlines is particularly costly because it can affect your exemption status. A late Form D filing does not automatically void your Regulation D exemption, but it creates a compliance gap that the SEC and state regulators will flag.
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This article is for informational purposes only and does not constitute legal advice. Consult qualified professionals for guidance specific to your situation.