Form D, Form ADV and the exemptions a first-time fund manager actually files

Before you start

Three laws touch a first fund, and each asks one question. The Investment Company Act asks whether the fund itself has to register; it does not if it fits 3(c)(1) or 3(c)(7). The Securities Act asks whether the offering of interests has to register; it does not if it fits Regulation D, usually Rule 506. The Advisers Act asks whether you, the manager, have to register; you do not if you fit an exemption, in which case you file as an exempt reporting adviser. Counsel will make the choices. This guide tells you what they are choosing between so the conversation is shorter.

The fund: 3(c)(1) or 3(c)(7)

3(c)(1) limits the fund to 100 beneficial owners and no public offering. A qualifying venture capital fund may have 250 beneficial owners if it has no more than $12 million in aggregate capital contributions and uncalled commitments, a figure the SEC raised from $10 million by rule in 2024 and will adjust every five years.

3(c)(7) has no statutory investor cap but every investor must be a qualified purchaser: an individual or family company with at least $5 million in investments, or a person investing at least $25 million on a discretionary basis. The trade-off is a smaller eligible universe and more verification.

Most first venture funds are 3(c)(1). The 250-person version matters for small funds with many angels.

The offering: 506(b) or 506(c)

Rule 506(b) prohibits general solicitation. Accredited investors self-certify in the questionnaire; up to 35 non-accredited investors are technically allowed but almost never admitted because of the disclosure burden.

Rule 506(c) permits general solicitation, so you may announce the raise, but you must take reasonable steps to verify every investor is accredited. In March 2025 the SEC staff said a high minimum investment, with written representations and no third-party financing, can be one such step. Third-party verification letters are the other route.

Accredited means, for an individual, net worth over $1 million excluding the primary residence, income over $200,000 (or $300,000 with a spouse or partner) in each of the last two years, or a Series 7, 65 or 82 licence; for an entity, assets over $5 million or all equity owners accredited.

The filing: Form D

File Form D on EDGAR within 15 days after the first sale, which the SEC defines as the date the first investor is irrevocably contractually committed. That is your first close. There is no SEC fee. A due date falling on a weekend or holiday moves to the next business day. Filing is not a condition of the Rule 506 exemption, but failing to file is itself a violation of Regulation D, and state blue-sky notice filings often key off the Form D date. File on time.

The adviser: exempt reporting adviser

Two exemptions keep a first-time manager from registering as an investment adviser.

The venture capital fund exemption covers an adviser that advises solely venture capital funds as the SEC defines them. The definition has tests, broadly that the fund holds mostly qualifying investments in private companies, limits borrowing, and offers no redemption rights; the SEC's 2011 adopting release sets them out and counsel will check your LPA against them. There is no asset cap.

The private fund adviser exemption covers an adviser solely to private funds with less than $150 million in regulatory assets under management in the United States. It is the route for a first PE fund or a venture fund whose terms fall outside the venture definition.

Either way you file Form ADV as an exempt reporting adviser: a subset of the form, including Part 1A items on the business and Schedule D, which lists each private fund with its auditor and administrator. That schedule is public, which is why anyone can see which administrators top firms use. You are not subject to most substantive rules that bind registered advisers, but anti-fraud provisions apply, and the SEC can examine you.

The calendar

The 60-day and 90-day Form ADV deadlines are standard Advisers Act timing; confirm them with counsel for your situation. Everything else in the table links to a primary source above.

What goes wrong

• Counting investors wrong. Beneficial owners, not entities, and look-through rules apply to some investing entities. Get the count from counsel before the last close, not after.
• Advertising a 506(b) raise. A podcast appearance that mentions the fund can convert a 506(b) offering into a failed one.
• Missing the Form D date. The clock starts at the first irrevocable commitment, not the final close.
• Side letters that break the exemption. Redemption rights granted to one LP can take a venture fund outside the venture capital definition.