Form ADV Explained: What Fund Managers File and Why

Form ADV is the uniform application investment advisers use to register with the SEC or a state, and the report exempt reporting advisers (ERAs) file instead of full registration. SEC filers submit it electronically through IARD. Part 1 is the public data set on the firm; Part 2 is the brochure; ERAs complete a subset of Part 1A and do not file Part 2. Whether you should be an ERA at all is a separate question — see Do I need an ERA?. This page is the form.

This is general information, not legal advice. Advisers Act status depends on your facts and on state law. Confirm filing obligations with counsel.

What Form ADV is used for

The SEC's instructions state that advisers use Form ADV to register with the SEC or one or more state securities authorities, to amend those registrations, to report to the SEC or the states as an exempt reporting adviser, to amend those reports, and to submit a final report as an ERA. (SEC, Form ADV: General Instructions, OMB No. 3235-0049, expires July 31, 2027)

All of that filing runs through IARD, a FINRA-operated system. An adviser sets up an IARD account, completes Part 1 on the system, and — if registering with the SEC — uploads Part 2 as a text-searchable PDF. ERAs file Part 1 items only. (SEC, Electronic Filing for Investment Advisers on IARD, last reviewed March 4, 2026)

Form ADV is not a securities offering document. A private fund still needs a Regulation D exemption (typically Rule 506(b) or 506(c)) and, in most cases, a Form D. ADV describes the adviser. The PPM and subscription documents describe the fund.

Public copies of filed Part 1 information appear on the Investment Adviser Public Disclosure website (adviserinfo.sec.gov). LPs, counterparties, and reporters will read what you file.

Part 1 vs Part 2 vs Part 3

Form ADV has five parts. Fund managers live in Part 1A and, if registered, Part 2.

Part 1 asks for information about the adviser's business, the persons who own or control it, and whether the adviser or certain personnel have been sanctioned for violating the securities laws or other laws. Part 2 is a written disclosure statement about business practices, fees, and conflicts of interest. (SEC IARD registration page, last reviewed March 4, 2026)

Schedules hang off Part 1A. Schedule A is direct owners and executive officers. Schedule B is indirect owners. Schedule D is the overflow, including Section 7.B.(1) for each private fund. Schedule R is for relying advisers under umbrella registration. Disclosure Reporting Pages collect disciplinary events.

Item 7.B private-fund reporting is where GPs list each fund or SPV, a private fund identification number (PFID), gross assets, and whether the vehicle is a 3(c)(1) or 3(c)(7) fund. If you advise a master-feeder, the instructions allow a single Section 7.B.(1) in defined cases; otherwise each fund gets its own section.

ERA vs RIA on the same form

An exempt reporting adviser is an adviser that qualifies for the exemption from SEC registration under section 203(l) (adviser solely to venture capital funds) or rule 203(m)-1 (adviser solely to private funds with assets under management in the United States of less than $150 million). That definition is in the Form ADV glossary. (SEC, Form ADV: General Instructions, Glossary)

An ERA that is not also registering with a state completes only Part 1A Items 1, 2, 3, 6, 7, 10, and 11, plus corresponding schedules. It does not complete Part 2. An ERA that must register with a state completes all of Form ADV. (SEC Form ADV FAQ; General Instruction 3)

A registered investment adviser (RIA) completes Part 1A in full and files Part 2A. The SEC generally has 45 days after receipt of a registration Form ADV to declare the registration effective or begin denial proceedings. ERA reports are deemed filed once IARD accepts them; the SEC does not send an Effective Order because an ERA filing is not a registration application. (SEC IARD registration page; Advisers Act section 203(c)(2) as cited there)

The 203(l) versus 203(m) fork — which exemption you check in Item 2.B — is covered in VC adviser exemption vs private fund adviser exemption. Do not treat this page as that analysis.

Umbrella registration (one Form ADV covering a filing adviser and relying advisers) is available only to SEC-registered advisers that meet General Instruction 5. It is not available to ERAs. (SEC, Form ADV: General Instructions, Instruction 5)

What GPs actually put in it

Item 1. Legal name, DBA, principal office, website, books-and-records location, chief compliance officer.

Item 2. Why you are eligible for SEC registration, or, for ERAs, which exemption you claim (2.B.(1) venture capital; 2.B.(2) private fund adviser under $150 million). Mid-sized advisers (RAUM of $25 million or more but less than $100 million) generally remain with the states unless an exception applies. Advisers may register with the SEC at $100 million RAUM and must apply if RAUM is $110 million or more; an SEC-registered adviser may remain registered at $90 million or more. (Form ADV: Instructions for Part 1A, Item 2.A.(1))

Item 5 (registered advisers). Clients, employees, compensation, and regulatory assets under management. For private funds, RAUM includes the current market value (or fair value) of the fund's assets and uncalled commitments. Do not deduct outstanding indebtedness. (Instructions for Part 1A, Item 5.F)

Item 7. Related-person financial firms and each private fund. This is the schedule LPs reverse-engineer when they want a list of your vehicles.

Item 11. Disciplinary history. SEC-registered advisers and SEC ERAs may limit Item 11 disclosure of an event to ten years after the event. State-registered advisers answer the questions as posed. Anti-fraud duties to clients can still require disclosure of older events in the brochure. (SEC Form ADV FAQ, Item 11)

Part 2A brochure (registered only). Plain-English description of advisory services, fees, performance-based compensation, conflicts, custody, and disciplinary events. Update it annually and when it becomes materially inaccurate. Deliver a current brochure or a summary of material changes to clients each year (Rule 204-3).

First-time GPs often under-report related persons (the GP LLC, the management company, a broker-dealer affiliate) and over-compress private-fund descriptions. If you advise both a committed fund and deal-by-deal SPVs, each private fund that meets the glossary definition generally needs its own 7.B.(1) unless an instruction lets you combine them.

Cadence: annual, other-than-annual, and first ERA report

Annual updating amendment. File within 90 days after fiscal year end. For a December 31 year, that is March 31 (March 30 in a leap year, per the SEC FAQ). Update all required items. (Form ADV General Instruction 4; SEC Form ADV FAQ)

Other-than-annual amendments. Registered advisers must amend promptly if specified Part 1 items become inaccurate (identity, form of organization, custody, disciplinary) or if other listed items become materially inaccurate, and if the brochure becomes materially inaccurate. ERAs amend promptly if Items 1 (with listed exceptions), 3, or 11 become inaccurate in any way, or if Item 10 becomes materially inaccurate. Failure to update as required is a violation of SEC or similar state rules. (General Instruction 4)

Initial ERA report. Submit within 60 days of relying on section 203(l) or section 203(m). (General Instruction 13)

IARD charges a filing fee on the initial application or initial ERA report and on each annual updating amendment. Other-than-annual amendments, ERA final reports, and Form ADV-W have no IARD filing fee. SEC-registered adviser fees are based on RAUM: $225 (RAUM of $100 million or more), $150 ($25 million to $100 million), or $40 (less than $25 million), for both initial registration and the annual updating amendment. The ERA initial-report and annual-updating fee is $150. State notice-filing fees are separate and also settle through IARD. (SEC Form ADV FAQ, Filing and Other Fees)

Switching from ERA to RIA, or from SEC to state, is a Form ADV-W plus a new application or report. General Instruction 15 walks through the 203(m) 90-day transition when private-fund assets reach $150 million on an annual updating amendment. Do not improvise a gap in registration.

How this sits next to a fund launch

Form ADV is a firm filing. Launching the vehicle is a different stack: entity, LPA or operating agreement, offering exemption, and administration. The 2026 guide to launching a venture capital fund covers that stack. File ADV in the same workstream as counsel's Advisers Act memo, not as an afterthought the week of first close.

Allocations administers SPVs and funds ($9,950 one-time per SPV, $19,500 per year per fund, 0% platform carry). It does not file Form ADV for you. The GP or its CCO is the IARD user.

What is Form ADV Part 1 versus Part 2?

Part 1 is the fill-in-the-box filing on IARD covering identity, ownership, disciplinary events, and private funds. Part 2 is the narrative brochure registered advisers file and deliver to clients. ERAs that are not state-registering complete selected Part 1A items only and do not file Part 2. (SEC, Form ADV: General Instructions)

Do exempt reporting advisers file Form ADV?

Yes. ERAs report on Form ADV through IARD. They complete Part 1A Items 1, 2, 3, 6, 7, 10, and 11 (and corresponding schedules) unless they are also registering with a state, in which case they complete all of Form ADV. They do not file Part 2 with the SEC. (SEC Form ADV FAQ)

When is the Form ADV annual update due?

Within 90 days after the end of the adviser's fiscal year, for both SEC-registered advisers and ERAs. Other-than-annual amendments are due promptly when specified items become inaccurate. (Form ADV General Instruction 4)