What is an Exempt Reporting Adviser (ERA)?
Avestor does not provide legal services. Please use the below information as educational. Federal and state regulatory rules are constantly getting updated so please consult your attorney for final direction on ERA registration requirements.
Overview
Under the Investment Advisers Act of 1940, investment advisers, including advisers to private funds must register with the Securities and Exchange Commission (SEC). However, certain private fund advisers are exempt from such registration. While being exempt from registration, many of these exempt private fund advisers are still required to file annual reports as an “exempt reporting adviser” using a truncated version of Form ADV (the same form used to register as an investment adviser). In addition, many states also require private fund advisers exempt from registration under state law to file the same annual reports as an exempt reporting adviser.
So what is an Exempt Reporting Adviser (ERA)?
An exempt reporting adviser is an investment adviser that is not required to register with the SEC or with state securities authorities but is required to file an annual report using a truncated version of Form ADV. The requirement to file such annual report arises from the private fund adviser exemption and/or the venture capital adviser exemption.
When may you be required to become an ERA?
1) If you are managing a Venture Capital (VC) fund
2) If you are utilizing a 3(c)(1) exemption and have less than $150 million in assets under management
3) You are utilizing the small adviser exemption (less than $25 million in assets under management) but the state follows the NASAA Registration Exemption for Investment Advisers to Private Funds Model Rule. If the state uses that rule, you may be required to still register.
If you are operating in a state that does not follow the NASAA rule and you are less than $25 million in assets, you likely will not be required to register as an ERA.
What information is required to be filed as an ERA?
- Identifying information about the fund, the fund managers and place of business
- Which exemption you are utilizing
- How and where you are organized
- Other business activities that you may have
- Information about your fund
- Control persons - these are primary executives
- Disciplinary items - if you have any disciplinary history with the SEC or states
