Form ADV Explained: What VC Fund Managers File and When

Form ADV is the form investment advisers use to register with the SEC or a state regulator, or to report as an exempt reporting adviser. Nearly every venture capital firm that manages a fund files some version of it. Most venture managers file a shortened Part 1A as exempt reporting advisers, while fully registered advisers also file a plain-English brochure.

Every filing is public on the SEC's Investment Adviser Public Disclosure site (adviserinfo.sec.gov). That makes Form ADV one of the few places an outsider can check a firm's ownership, fund sizes, and disciplinary history.

A fund's pitch deck is marketing. Its Form ADV is a regulatory filing. We'd read both, in that order of skepticism.

Definition: Form ADV is the uniform investment adviser registration and reporting form, filed electronically through the IARD system, with an initial filing, an annual updating amendment within 90 days of fiscal year end, and prompt amendments when key information changes.

Illustrative worked example: A hypothetical new manager closes a $30M venture fund. The fund meets the SEC's venture capital fund definition and the manager advises only that fund, so it can rely on the venture capital fund adviser exemption and report as an exempt reporting adviser. Within 60 days of first relying on the exemption, it files Form ADV Part 1A, completing only the items required of ERAs, and pays the $150 IARD fee. Each year, within 90 days of fiscal year end, it files an annual updating amendment and pays $150 again. If it later raises a fund outside the venture definition, under the SEC's rules it would need to rely on the private fund adviser exemption instead, which ends at $150M in US private fund assets.

Why Form ADV exists

The Investment Advisers Act of 1940 requires firms that advise others about securities for compensation to register with the SEC unless an exemption applies. A venture fund manager advises the fund, so it is an investment adviser.

Before 2011, many venture managers relied on the "private adviser" exemption for advisers with fewer than 15 clients. The Dodd-Frank Act repealed it, and the SEC's 2011 rules (Release IA-3222) put two narrower exemptions in its place: one for advisers solely to venture capital funds and one for advisers solely to private funds with less than $150M in US assets under management.

Advisers relying on either are "exempt reporting advisers" (ERAs). The name trips people up. Exempt from registration isn't exempt from oversight. ERAs do not register, but they file parts of Form ADV, remain subject to anti-fraud rules, and can be examined by the SEC.

The parts of Form ADV

The SEC's Form ADV instructions and FAQ describe the structure:

• Part 1A collects identifying and business information: ownership, control persons, assets under management, clients, employees, other business activities, affiliations, custody, and disciplinary history. Schedule A lists direct owners and executive officers, Schedule B lists indirect owners, and Schedule D Section 7.B.(1) holds detailed reporting for each private fund advised.
• Part 1B asks additional questions required by state securities authorities, so it matters for state-registered advisers.
• Part 2A, the brochure, is a narrative document on services, fees, conflicts, strategy, and risks that registered advisers file and deliver to clients.
• Part 2B, the brochure supplement, covers the individuals who give advice; it is delivered to clients but not filed with the SEC.
• Part 3, Form CRS, is a relationship summary filed by SEC-registered advisers with retail investor clients. It does not apply to ERAs, and fund-only venture managers generally do not file it.

Exempt reporting advisers complete a subset of Part 1A. According to the SEC's FAQ, an ERA that is not also registering with a state completes only Items 1, 2, 3, 6, 7, 10, and 11 plus the corresponding schedules: identifying information, the basis for reporting as an ERA, form of organization, other business activities, financial industry affiliations and private fund reporting, control persons, and disciplinary disclosures. ERAs do not prepare Part 2.

Who files Form ADV as an exempt reporting adviser

Two paths lead to ERA status.

The venture capital fund adviser exemption covers managers that advise only venture capital funds, with no cap on assets. SEC Rule 203(l)-1 (17 CFR 275.203(l)-1) defines a venture capital fund by five conditions:

1. It represents to investors and potential investors that it pursues a venture capital strategy.
2. It holds no more than 20 percent of its aggregate capital contributions and uncalled committed capital in assets (other than short-term holdings) that are not "qualifying investments," which are generally equity securities of private operating companies acquired directly from the company.
3. It does not borrow or incur leverage above 15 percent of contributions and uncalled commitments, and any such borrowing is for a non-renewable term of no longer than 120 calendar days.
4. Its investors have no redemption rights except in extraordinary circumstances.
5. It is not registered under the Investment Company Act and has not elected to be treated as a business development company.

The 20 percent basket is the one we'd watch. Secondary purchases and investments in other funds are generally non-qualifying, so a fund heavy in secondaries can drift out of the definition without anyone noticing until the filing.

The private fund adviser exemption covers managers that advise only private funds and have less than $150M in private fund assets under management in the US, regardless of strategy. Crossing $150M means SEC registration: the Form ADV instructions give an adviser that has kept up its ERA filings up to 90 days after its annual updating amendment to apply.

State law adds a layer. Several states run their own exempt reporting regimes, and a manager can end up filing with both the SEC and a state. Shartsis Friese's January 2026 summary notes that California ERAs file a truncated Part 1A on IARD, pay IARD renewal fees, and meet investor eligibility and disclosure conditions; they lose ERA status if renewal fees are not paid by December 31. This is separate from the securities notice filings covered in the blue sky laws guide.

Form ADV deadlines and filing fees

The SEC's IARD fee page lists $225 for registered advisers with $100M or more in regulatory assets under management, $150 for $25M to $100M, and $40 below $25M, plus a flat $150 for ERAs, each charged on the initial filing and every annual amendment.

For ERAs, a prompt amendment is required when information in Items 1 (with limited exceptions), 3, or 11 becomes inaccurate in any way, or when Item 10 becomes materially inaccurate, according to the Form ADV instructions. Registered advisers have a longer list: Item 9 (custody) joins the any-inaccuracy group, and Items 4 and 8 join Item 10 under the materially inaccurate standard.

SEC-registered advisers may also have to make notice filings and pay fees in each state where they have clients or a place of business; those state fees are paid through IARD. Each December, IARD's renewal program bills firms for the coming year, and Shartsis Friese notes that unpaid renewal fees can put a "Failure to Renew" status on the adviser's public disclosure page. That is a small fee to miss and a visible way to miss it.

Form ADV is one of several filings. A fund that sells interests under Regulation D also files Form D within 15 days of the first sale (see 506(b) vs. 506(c)), and SEC-registered advisers with at least $150M in private fund assets file Form PF. ERAs do not file Form PF.

What changed for Form ADV and Form PF from 2024 to 2026

The SEC's IARD fee page, last updated in July 2024, still lists the fees above, and the current Form ADV instructions carry a July 2024 revision date. The bigger moves were around Form PF and private fund rules:

• Private fund adviser rules: on June 5, 2024, the Fifth Circuit vacated the SEC's 2023 private fund adviser rules (quarterly statements, mandatory fund audits, and related requirements), as the SEC has confirmed.
• Form PF amendments: the SEC and CFTC adopted Form PF amendments in February 2024, then delayed the compliance date several times, most recently (in September 2025) to October 1, 2026; on August 31, 2026 the SEC extended it again, to July 1, 2027. Filers keep using the current form until then.
• April 2026 proposal: the agencies proposed scaling back Form PF, including raising the filing threshold for all filers from $150M to $1B in private fund assets under management, according to Mayer Brown's summary. It is a proposal, not a final rule.

What changes for a fully registered adviser

Once a manager registers with the SEC, obligations under the Advisers Act rules expand well beyond the form:

• Prepare Part 2A and deliver the brochure (and Part 2B supplements) to clients, and keep them current.
• Adopt written compliance policies and procedures, review them at least annually, and designate a chief compliance officer (Rule 206(4)-7).
• Adopt a code of ethics with personal holdings and transaction reporting for access persons (Rule 204A-1).
• Comply with the custody rule; for pooled funds this is commonly done by distributing audited financial statements to investors within 120 days of fiscal year end (Rule 206(4)-2).
• Keep prescribed books and records and be ready for SEC examinations.
• File Form PF if private fund assets under management reach $150M.

Small funds already run lean. Carta's Fund Economics Report 2025 says the median fund between $1M and $10M spends about 3.4 percent of committed capital on operating expenses in its first five years, versus about 1 percent for the median fund over $100M. A registered compliance program adds to that bill, which is likely one reason many small managers work to stay within an ERA exemption.

How to read a venture firm's Form ADV as an LP or angel

If you are about to wire money to a fund manager, we think ten minutes on adviserinfo.sec.gov is some of the cheapest diligence available. Here's where we'd look:

• Items 1 and 2: legal name, address, website, and whether the firm is SEC-registered or reporting as an ERA.
• Schedules A and B: who owns and controls the adviser. Compare them to the partners listed on the website.
• Item 7.B and Schedule D Section 7.B.(1): each private fund advised, its current gross asset value, the approximate number of beneficial owners, the minimum investment, and whether its financial statements are audited and by whom.
• Item 11: disciplinary disclosures for the firm and its advisory affiliates.
• Items 6 and 7.A: other business activities and financial industry affiliations, which can reveal conflicts (a broker-dealer affiliate, an advisory business on the side).

As an illustration, a firm that claims $200M under management but reports $60M in gross fund assets deserves a follow-up question. There can be innocent explanations, such as uncalled commitments. Ask anyway.

The venture capital fund structure guide explains where the adviser sits relative to the general partner and the fund, the limited partner vs. general partner guide covers who takes which risk, and the founder-side article on how to start a venture capital firm covers the formation sequence in which Form ADV appears.

Accredited investors who want to see how a working fund runs its process can join 1752vc's Emerging Angels program, an 8-week live program that gives new angels a seat in a fund's investment process, with live diligence calls, deal reviews, and monthly Investment Circles. Members need SEC accredited investor status, the same standard most venture funds rely on under Regulation D to decide who can invest in them.

The bottom line

For a manager, Form ADV is an annual chore with a $150 fee. For an LP, it is a free, public record of who runs the firm and what it actually manages.

Managers file it because they have to.

LPs should read it because they can.

Key takeaways

• Form ADV is the investment adviser registration and reporting form; nearly every venture fund manager files a version of it through IARD.
• Most venture managers file as exempt reporting advisers, completing only Part 1A Items 1, 2, 3, 6, 7, 10, and 11 plus schedules, with no Part 2 brochure and no Form CRS.
• The venture fund definition caps non-qualifying investments at 20 percent and leverage at 15 percent for no more than 120 days, and bars ordinary redemption rights.
• ERAs file within 60 days of relying on the exemption and update annually within 90 days of fiscal year end, paying $150 each time; registered advisers pay $40 to $225 depending on assets.
• The filings are public: Schedules A, B, and D plus Item 11 can tell LPs who controls a firm, what it manages, and whether it has a disciplinary record.

Frequently asked questions

What is Form ADV?

Form ADV is the form investment advisers file to register with the SEC or a state regulator, or to report as an exempt reporting adviser. Part 1 collects information about the adviser's business, ownership, clients, funds, and disciplinary history, and Part 2 is the brochure that registered advisers deliver to clients.

Do venture capital firms have to file Form ADV?

Generally, yes. A venture fund manager is typically an investment adviser under the Advisers Act. Many qualify for the venture capital fund adviser exemption and file a reduced Form ADV as exempt reporting advisers rather than registering, but they still file and still update the form every year. State rules can add their own requirements.

What is an exempt reporting adviser?

An exempt reporting adviser is a manager that is exempt from SEC registration, either because it advises only venture capital funds as defined in Rule 203(l)-1 or because it advises only private funds with less than $150M in US assets, but is still required by SEC rules to file parts of Form ADV. ERAs remain subject to anti-fraud rules and SEC examination.

When is Form ADV due?

An ERA's initial report is due within 60 days of first relying on its exemption, and a registered adviser files when it applies for registration. The annual updating amendment is due within 90 days after fiscal year end, which is March 31 for a December year end, and certain changes require a prompt amendment during the year.

How much does it cost to file Form ADV?

The SEC's IARD filing fee is $150 for an exempt reporting adviser's initial report and each annual amendment. Registered advisers pay $40, $150, or $225 depending on regulatory assets under management. SEC-registered advisers may also owe state notice filing fees through IARD, and legal or compliance help often costs more than the filing fee itself; fees change, so check the SEC's current page.

Sources

• SEC: Frequently Asked Questions on Form ADV and IARD
• SEC: Form ADV General Instructions (PDF)
• SEC: IARD Filing Fees
• Mayer Brown: SEC and CFTC Propose Sweeping Amendments to Form PF
• SEC: Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million, Final Rule (PDF)
• SEC: Form PF, Further Extension of Compliance Date (August 31, 2026)
• Shartsis Friese: SEC and California Exempt Reporting Adviser Compliance Filing Requirements
• Carta: Fund Economics Report 2025