Compliance Essentials

You closed your fund. Congratulations. That was the hard part.

Now comes the ongoing work that nobody talks about: compliance.

Every year, your Delaware fund structure requires a series of filings across multiple government systems. The SEC uses EDGAR. State securities use the NASAA Electronic Filing Depository. Delaware has its own portal. The IRS has another. Each system has different login credentials, different interfaces, different payment methods, and different quirks that can derail a filing at the last minute.

Try to manage this yourself and you'll spend hours navigating outdated government websites, resetting forgotten passwords, and figuring out which form goes where. Miss a deadline because you couldn't get logged in, and you're facing penalties, loss of Good Standing, and awkward conversations with LPs.

At Decile Group, we believe compliance shouldn't be a barrier to building a world-class venture firm. That's why Decile Partners created Compliance Essentials, a turnkey solution that handles these requirements at near cost so you can focus on what matters: backing visionary entrepreneurs.

The standard Delaware LP structure (Fund LP, GP LLC, and Management Company LLC) requires annual filings totaling $2,550 to $3,350. 

Here's exactly what you need to file and when.

March 15: Form 1065 and K-1s (or file extension). This is a tax filing, and the cost is included in fund accounting.

March 31: Form ADV Annual Amendment. This is a regulatory filing, costing $1,150 to $1,550.

June 1: Delaware Franchise Tax for all three entities. This is a tax filing, costing $900.

September 15: Form 1065 and K-1s if you filed an extension. This is a tax filing, and the cost is included in fund accounting.

Ongoing: Form D Amendment if fundraising continues beyond 12 months. This is a regulatory filing with $0 federal cost.

Annual: IARD System Fees. This is a regulatory filing, costing $150 to $550.

Annual: Registered Agent Renewal. This is a regulatory filing, costing approximately $300.

Regulatory filings keep your fund in compliance with the SEC and state securities regulators. These filings establish and maintain your legal authority to raise capital from limited partners.

Due: Within 90 days of fiscal year-end (March 31 for calendar-year funds)

Form ADV is an ongoing disclosure filing that self-reports your reliance on a venture capital fund adviser exemption and reports regulatory assets under management to the SEC. The initial Form ADV filing establishes your adviser's reporting profile and exemption claim. The annual amendment updates that disclosure within 90 days of fiscal year-end. Interim amendments may be required upon material changes.

Exempt Reporting Advisers must update all responses in Items 1 through 17 and Schedules A, B, C, and D. ERAs don't file Part 2A, Part 2B, or Form CRS.

Cost breakdown: The IARD system filing fee is $150 (must be pre-funded in your IARD Flex-Funding Account). Outside counsel legal review runs $1,000 to $1,400. Total: $1,150 to $1,550.

Decile Partners Solution: Compliance Essentials coordinates with outside counsel to ensure Form ADV amendments are filed accurately and on time, eliminating the back-and-forth between multiple vendors and government systems.

Initial filing: Within 15 days of first sale of securities

Form D notifies the SEC that you're conducting a private offering under Regulation D. This establishes your exemption from full securities registration.

Annual amendment: Required if fundraising continues beyond 12 months, or for material changes to offering terms or related person information.

Cost: $0 federal filing fee. State fees vary and are typically included in initial blue sky filings.

File through the SEC EDGAR system. If the due date falls on a weekend or holiday, it extends to the next business day.

Annual cost: $150 to $550 (varies by firm registration status)

The Investment Adviser Registration Depository is the platform where you file Form ADV and maintain your adviser registration. This annual fee is separate from the $150 Form ADV amendment filing fee.

Triggered when: You accept capital from LPs in specific states.

Blue sky filings notify state securities regulators that you're conducting a private offering in their jurisdiction. Regulation D Rule 506(b) offerings are preempted from state registration but still require notice filings. You must file a copy of your Form D plus state fees within 15 days of first sale in each state.

Exceptions to know: Filing timelines vary by state, some require advance notice before first sale. Florida requires no blue sky filing for 506(b) offerings. Confirm specific requirements with counsel as your LP base expands.

State fees: Vary widely. California charges $300. Most states range $100 to $500.

Filing method: Electronic via NASAA Electronic Filing Depository (EFD)

Most states require a one-time filing for the life of the fund. Specific renewal requirements vary. A comprehensive state-by-state review is recommended as your LP base expands.

Decile Partners Solution: Your Compliance Essentials team tracks which states require filings based on your LP commitments and coordinates with counsel to ensure compliance.

Due: Annually | Cost: Approximately $300 per year for fund structures

A registered agent is a required physical Delaware address that receives legal notices and service of process on behalf of your entities. Delaware law requires every entity formed in the state to maintain a registered agent. Your agent will forward documents via scan, email, or portal and send compliance reminders.

Provider costs range from $39 to $300 per entity depending on service level. Professional fund services typically run $100 to $150 per entity.

Decile Partners Solution: Registered agent renewals are included in Compliance Essentials.

Note: Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act is no longer required for U.S.-based entities following the March 2025 FinCEN Interim Final Rule.

Tax filings satisfy your obligations to the State of Delaware and the IRS. These ensure your entities remain in good standing and your limited partners receive the documentation they need for their own tax returns.

Due: June 1 (no extensions, even if it falls on a weekend)

Delaware Franchise Tax is an annual fee required to maintain your entities in good standing with the State of Delaware. This isn't a tax on income or profits. It's essentially a fee for the privilege of being organized in Delaware.

Every Delaware entity owes $300 annually. For a standard three-entity fund structure, that's $900 total.

The consequences of missing this deadline cascade quickly. You'll face a $200 penalty plus 1.5% monthly interest on unpaid amounts. More critically, your entity loses Good Standing status, which means the Delaware Division of Corporations can't file documents on your behalf. This can block deal closings, freeze banking relationships, and erode LP confidence when they run background checks.

Payment is available online daily from 8:00 AM to 11:45 PM ET. Unlike corporations, LLCs and LPs don't file annual reports. Only the tax payment is required.

Decile Partners Solution: Compliance Essentials handles franchise tax payments for all three entities, ensuring you never lose Good Standing.

Due: March 15 (automatic 6-month extension available to September 15)

Form 1065 is the federal income tax return for partnerships. It reports the fund's income, deductions, gains, and losses to the IRS. The form itself doesn't result in tax owed by the partnership. Instead, the tax liability passes through to the partners via Schedule K-1s.

The Fund LP and GP entities both file Form 1065. File Form 7004 by the March deadline to get your extension.

Most venture funds take the extension. Partnership allocations, carried interest calculations, and investor reporting take time to get right. But note: any taxes owed remain due by March regardless of extension.

Due: Same as Form 1065 (March 15 or extended September 15)

Schedule K-1 is the tax form each LP receives showing their share of income, deductions, credits, and other tax items from the fund. Your LPs need these to complete their personal tax returns, which are typically due April 15.

Late K-1s force your LPs to file extensions on their personal taxes. That's not the experience you want to deliver. The penalty for late K-1s: $260 per form.

Industry practice: Many funds send estimates or extension notices to LPs in March, with final K-1s distributed closer to the September deadline.

Decile Partners Solution: Decile Partners' fund accounting team prepares Form 1065 and all K-1s as part of integrated back-office support, ensuring accurate and timely delivery to your LPs. Note that tax preparation for the three entities (Form 1065 filings) is a separate service from Compliance Essentials and is priced independently.

Managing compliance yourself means navigating multiple government portals, each with its own interface and login requirements. The SEC's EDGAR system works differently than Delaware's Division of Corporations portal, which works differently than the IARD system, which works differently than your state's blue sky filing platform. When something goes wrong at 4:55 PM on a deadline day, there's no one to call.

Decile Partners created Compliance Essentials as a turnkey solution for emerging managers. The program handles Delaware Franchise Tax payments for all fund entities, registered agent renewals, coordination with counsel for Form ADV amendments, state blue sky filing tracking and coordination, Form D amendment monitoring, and compliance calendar management and deadline reminders.

Key details: Near-cost pricing designed to remove barriers for emerging managers. Single point of contact for all compliance matters. 94 Net Promoter Score with industry-leading client satisfaction. Zero churn, as no clients leave the service.

Important note: Compliance Essentials doesn't include fund accounting and tax preparation ($5,000 to $15,000+ annually), blue sky filings in new states, California-specific requirements, or audit and financial statement preparation. Tax preparation for the three entities (Form 1065 filings for Fund LP and GP) is a separate Decile Partners service priced independently based on fund complexity.

Set reminders 30 to 60 days before each deadline. Build in buffer time for counsel review and approval processes.

Establish a single point of contact for compliance. Clear accountability prevents missed deadlines.

Keep documentation. Maintain filing confirmations and Good Standing certificates for LP due diligence requests.

Prepay annual fees. Avoid missed deadlines from payment processing delays.

Treat compliance as a fund expense. Most filings (franchise taxes, registered agent, Form D, Form ADV, IARD) are fund expenses per your LPA.

Compliance is non-negotiable for maintaining fund operations and LP trust. Missing deadlines creates cascading problems: penalties, loss of Good Standing, blocked transactions, and damaged relationships with investors who expected better.

The venture capital industry is changing. At Decile Group, we're building the infrastructure that lets emerging managers focus on what matters most: backing visionary entrepreneurs and generating returns for LPs.

Set up systems early. Work with experienced fund administrators. And consider whether wrestling with government filing portals is really the best use of your time.

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