Form ADV, Form D, state notice filings, and the registration obligations that apply to exempt and registered advisers at every stage of growth.
Managing a venture capital fund, private equity vehicle, or SPV makes you an investment adviser under federal law. That triggers Form ADV. This guide covers who files, which exemption applies, what the filing involves, and where managers go wrong.
The venture capital fund adviser exemption under Section 203(l) has no AUM cap, but every fund you advise must meet the SEC definition of a venture capital fund. A single non-qualifying SPV disqualifies the entire exemption.
Federal ERA status does not exempt you from state regulation. This is one of the most common compliance gaps. If you have a place of business in a state, you likely need filings with that state securities regulator.
Two exemptions let private fund managers file as Exempt Reporting Advisers. The VC exemption has no AUM cap but strict strategy limits. The private fund exemption caps at $150 million but allows any strategy.
Federal ERA status does not preempt state law. If you have a place of business in a state, you likely need filings with that state securities regulator. Delaware and Washington are particular problems.
Federal ERA status does not exempt you from state regulation. State requirements vary dramatically, from broad exemptions to mandatory registration even for small managers. You need to know what each state requires.
Private funds operate in a web of exemptions. Each exemption has its own requirements, and they interact in ways that determine how you structure your fund and who can invest.
When you raise capital for a private fund or SPV, you are selling securities. Even though private placements are exempt from SEC registration, you still need to make notice filings at both the federal and state level.
If you are launching a venture capital fund or managing private fund assets, you need to understand your regulatory obligations under the Investment Advisers Act of 1940. For many emerging managers, Exempt Reporting Adviser status provides a lighter-weight alternative to full SEC registration.
Most private fund managers do not need full SEC registration. If you qualify for an exemption under the Investment Advisers Act, you can file as an Exempt Reporting Adviser instead of registering as a Registered Investment Adviser. The difference determines your compliance burden, your filing obligations, and how much the SEC looks over your shoulder.
ERAs file a subset of Form ADV Part 1A. They do not file Part 2 (the brochure) or Part 3 (Form CRS). This guide breaks down what each part contains, which items ERAs complete, and how the filing process works.
The venture capital fund adviser exemption is the most favorable registration path for VC managers. It allows ERA status with no AUM cap, but the exemption has specific requirements, and managers who do not meet them face real consequences.
If your fund does not qualify as a venture capital fund, the private fund adviser exemption is your path to ERA status. It is more flexible on strategy but caps your size: you qualify only if you manage less than $150 million in regulatory AUM in the United States.
Form ADV requires you to identify the individuals and entities that own and control your advisory firm. This information goes on Schedules A and B, and getting it wrong is a common source of filing errors.
Schedule D is where you report detailed information about every private fund you advise. It connects your adviser-level filing to your fund-level activities and is one of the most error-prone parts of Form ADV.
If you cross $150 million in regulatory AUM or your exemption eligibility changes, you will need to transition from ERA to RIA status. Planning ahead makes the process significantly smoother.
Federal ERA status does not exempt you from state investment adviser requirements. This is one of the most common compliance gaps for private fund managers, and it catches people off guard because federal and state regimes do not always align.
ERAs and RIAs must file an annual updating amendment to Form ADV within 90 days of their fiscal year end. Missing this deadline is a compliance failure, and it is one of the easiest to avoid.
Regulatory assets under management (RAUM) determines whether you stay under the $150 million private fund adviser exemption threshold. It is calculated differently than NAV, committed capital, or other common fund metrics.
Selecting the wrong exemption on Form ADV can put your entire regulatory status at risk. This guide explains the most common exemption selection error and how to correct it.
Schedule D requires a separate entry for every private fund you advise. Missing vehicles is one of the most frequent Form ADV errors, particularly for managers running SPVs alongside a main fund.
Regulatory AUM determines whether you qualify for the private fund adviser exemption. Calculating it wrong, in either direction, creates problems.
Federal ERA status does not automatically satisfy state requirements. Failing to make required state filings is a compliance gap that can result in fines or restrictions on your fundraising.
Missing Form ADV deadlines is one of the most avoidable compliance failures, and regulators treat it accordingly. This guide covers the two most common timing errors and how to prevent them.
Your Form ADV should be consistent with your fund documents and other regulatory filings. Mismatches create confusion and regulatory risk.
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