What is an Exempt Reporting Adviser filing?
An Exempt Reporting Adviser (ERA) is an adviser to "Qualifying VC" funds that registers with FINRA and the SEC using the short-form Form ADV.
A Form ADV is a regulatory disclosure form required for investment advisers who must register with the SEC or who are claiming an exemption from registration with the SEC.
Advisers claiming an exemption from registration with the SEC are known as Exempt Reporting Advisers. They are not required to file the full Form ADV with the SEC and instead submit an abbreviated Form ADV.
Advisers can claim ERA status with the SEC in two ways, either using the Private Fund Adviser Exemption (for managing less than $150M in assets) or the Venture Capital Fund Adviser Exemption (for advising a qualifying venture capital strategy fund). You can learn more about this requirement in the SEC’s “VC Exemption,” Rule 203(l)-1 of the Advisers Act.
If you are advising your investors (or LPs) and taking carry, you may need to file a Form ADV. You have 60 days from the date of your first securities offering to do so.
Investment advisers must still comply with their local state laws.
Generally, all states recognize the same exemptions as the SEC (the Private Fund Adviser Exemption and the Venture Capital Fund Adviser Exemption), but with the typical condition that the investment adviser must file a Form ADV to claim the applicable ERA exemption and give “filing notice” to the state.
Consequently, to comply with local state laws, an adviser may need to file a Form ADV as an ERA. This website summarizes the notice filing requirements (i.e. Form ADV filing) for advisers in each state. Common requirements that would require an adviser to file a Form ADV as an ERA include:
having a place of business in the state; and
having more than 5 or 6 in-state clients.
Some states automatically require you to file a Form ADV and give notice if you maintain a place of business in the state.
Review your state’s laws on registration requirements as an ERA and determine if you have met the requirements to file a notice filing through the filing a Form ADV as an ERA. If so, then you have 60 days to make the Form ADV filing. Please see here for more information about the Form ADV and what it includes.