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

Asked by:

Community Member

Sep 19, 2023

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).

3(c)(1) legal compliance

Add a comment

1 answer

Haw Kuo

Accepted Answer

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.

Add a comment

Log In

Please Log In with your Decile Hub credentials.

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

Log In

Apply to VC Lab Cohort 13