Private Fund Managers - SEC Registration

Private Fund Managers - SEC Registration

Advisers who manage hedge funds, liquidity funds, private equity funds, real estate funds, securitized assets funds, venture capital funds, or other private funds and who do not qualify as exempt reporting advisers (under Section 203(l) or Rule 203(m)-1 of the Advisers Act) must either register with the Securities and Exchange Commission (SEC) or with the state(s) in which they intend to do business. SEC registration applicants must qualify for SEC registration. Some of the more common ways a private fund manager may qualify for SEC registration are if the firm:

  • Has over $100 million in regulatory assets under management (RAUM), or expects to attain $100 million in RAUM within 120 days after the registration becomes effective with the SEC.
  • Has RAUM of at least $25 million and the firm is not required to register with, or is not subject to examination by, the state securities authority of the state in which the firm maintains its principal office and place of business.
  • Has a principal office and place of business outside the United States.
  • Has less than $100 million in RAUM, but is required to register in at least 15 states and is therefore considered a "multi-state adviser."

If you meet one or more of the requirements above, you may register with the SEC. If you believe you qualify for SEC registration for a different reason, we can review the specific requirements with you.

REGISTRATION PROCESS

During the registration process, Regulatory Compliance will:

  1. Assist you with setting up your firm's IARD account in FINRA's Gateway System, through which all filings, including the investment adviser application, are made.
  2. Assist you with setting up your firm's Super Account Administrator (SAA), who will be authorized to provide Regulatory Compliance with access to the IARD account in order for us to prepare your filings for you.
  3. Provide you with questionnaires to gather basic information to get your firm's registration application started.
  4. Prepare your firm's Form ADV Part 1A, Form ADV Part 2A, all Form ADV Part 2Bs, and Appendix I (if applicable) based on the responses you provide.
  5. Review your firm's investment advisory agreements for compliance with Advisers Act requirements.
  6. Consult with you on all filing drafts and work with you to ensure all disclosures prior to requesting your approval to file the application.
  7. Submit the application for registration on your firm's behalf.
  8. Respond to, or prepare responses to, inquiries or requests for additional information from the regulator.
  9. Review your application for registration and notify you when the registration has been approved.
  10. Prepare for your review, and submit upon your approval, all applicable Form U4 filings to register your investment adviser representatives with the proper jurisdictions on behalf of your firm.

To learn more about any of our investment adviser registration and compliance services, contact us or call 1-888-Reg-Comp (1-888-734-2667).