Delaware exemptions and reporting requirement for 3(c)(1) fund advisors

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Asked by

Community Member

Sep 19, 2023

Fund Compliance

Delaware exemptions and reporting requirement for 3(c)(1) fund advisors

I understand a 3(c)(1) Qualifying Venture Capital Fund with <$10M in assets and <250 beneficial owners is exempt from reporting and registering with the SEC. However, if the ManCo and GP/LP are all domiciled in Delaware, are there still state-level registration and reporting requirements with the Delaware Securities Division since the fund advisor (i.e. ManCo & GP) is domiciled with a place of business in Delaware? It's my understanding that Delaware only has an exemption for 3(c)(7) fund advisors, not 3(c)(1) advisors (source).

1 See in Base

Answered by

Haw Kuo

Nov 13, 2023

Generally speaking, a fund's domicile is not the same as the fund manager's (advisor's) place of business. It is very rare (I believe I have seen it once) for a fund manager to actually live/work in Delaware (thus potentially necessitating a state level filing depending on the criteria).

Emerging fund managers generally domicile in Delaware but live and conduct business in other states or countries - they typically rely on 3(c)1 and file with the SEC as an Exempt Reporting Advisor (Form ADV). When working with Decile Partners, we will coordinate with a premier partner law firm to take care of any needed regulatory filings. If you are setting up your fund independently, your law firm should take care of these for you.

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