Everything to build before your first close — 104 items across 10 steps covering structure and exemptions, GP formation, fund economics, offering documents, administrator and auditor selection, EDGAR and Form D filings, and investor onboarding.
3(c)(1) vs. 3(c)(7), 506(b) vs. 506(c), and the ERA exemption tests
Fund, GP, and management company formation with documented economics
Administrator, auditor, bank, custodian, and counsel selection
EDGAR codes, Form D, and state blue sky notice filings on the real clock
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What's inside
10 steps, 104 line items — the launch build for a private fund, in the order the dependencies actually gate each other, from exemption choice to first close.
1
Step 1 — Strategy, structure, and the exemption you will rely on
2
Step 2 — Entity formation and the GP / management company build
3
Step 3 — Economics: fees, carry, expenses, and waterfall
4
Step 4 — Offering and fund documents (LPA, PPM, subscription package)
5
Step 5 — Service providers: administrator, auditor, bank, custodian, counsel
6
Step 6 — Filings: EDGAR, Form D, state blue sky, ADV / ERA, Form PF
7
Step 7 — The adviser compliance program to adopt before the first close
8
Step 8 — Investor onboarding, AML/KYC, and capital call operations
9
Step 9 — Reporting, audit, K-1s, and the annual cycle
10
Step 10 — Fundraise readiness, data room, and go-live
Pick the exemption before you pick anything else
Almost every downstream decision follows from three choices: which Investment Company Act exclusion you rely on (3(c)(1) or 3(c)(7)), which Securities Act exemption the offering uses (Reg D 506(b) or 506(c)), and whether the adviser is an exempt reporting adviser, state-registered, or SEC-registered.
Those choices set your investor limits, whether you may market publicly, how you verify accredited status, what you file and when, and whether a performance allocation needs a qualified client analysis. Changing them after documents are drafted is expensive.
3(c)(1) investor count limits vs. 3(c)(7) qualified purchaser requirement
506(b) pre-existing relationships vs. 506(c) general solicitation with verification
Private fund adviser and venture capital adviser exemption tests, plus state notice filings
The AUM level and timeline that would force full SEC registration
A fund is at least three entities
You need the fund, the general partner or managing member, and the management company that collects the fee. Form them in order, get EINs, and document GP ownership, carry splits, and vesting among principals in writing before the first dollar arrives — unwinding an undocumented split later is the single most common founder dispute in emerging managers.
Set the fiscal year end deliberately: it drives your audit deadline, K-1 timing, and Form ADV amendment date for the life of the fund.
Fund domicile and form (Delaware LP/LLC, Cayman, or state-specific)
GP entity, management company, EINs, and annual franchise tax calendars
Written carry split, vesting, and buy-sell terms among principals
Blocker or offshore structuring reviewed with tax counsel for your investor base
Publish one set of economics and make every document agree
Management fee base and step-downs, the preferred return, deal-by-deal versus whole-of-fund carry, clawback, organizational expense cap, and the expense allocation policy all need to read identically in the LPA, the PPM, the subscription documents, and the administrator's model.
Expense allocation is where examiners and allocators press hardest: which costs belong to the fund, which belong to the management company, and how broken-deal expenses get shared between funds and co-investors.
Fee rate and base, step-downs, preferred return, and waterfall type
Clawback, escrow, and organizational expense cap with who pays the excess
Written fund vs. management company expense allocation policy
Capital call notice periods, default remedies, recycling, and equalization
Service providers are diligenced as hard as your strategy
Institutional allocators will ask who your administrator, auditor, bank, custodian, and counsel are before they ask about returns. Select early: administrator onboarding and PCAOB-registered auditor engagement both take weeks, and the audit path you rely on under the custody rule has a 120-day delivery deadline attached.
Keep a written vendor file for each provider with the contract, any SOC report, and the reason you chose them. That file is your operational due diligence answer on day one.
Fund administrator scope: books, NAV, capital calls, distributions, investor reporting
PCAOB-registered auditor, tax preparer for K-1s, fund counsel, and tax counsel
Bank and custodian accounts with documented signatories, wire limits, and dual approval
Valuation policy with a preparer and an independent reviewer
E&O, GP liability, and cyber insurance quotes with limits recorded
Filing clocks run from the first sale, not the final close
Get EDGAR codes before you need them — a fund cannot file Form D without a CIK, CCC, and passphrase, and Form D is due within 15 days of the first sale of securities. State blue sky notice filings then follow each state's own deadline and fee schedule for every investor's state of residence.
Exempt reporting advisers still file the ERA sections of Form ADV through IARD, which requires FINRA entitlement and a funded account. Form PF, CFTC/NFA status, and 13F or 13H obligations come into play as the fund grows.
EDGAR CIK, CCC, and passphrase obtained before the first close
FINRA entitlement, funded IARD account, and the ERA or registration filing
Form D within 15 days of first sale, plus the annual amendment calendared
State notice filings and renewals for every investor state, with fees
Form PF, CPO/CTA, and 13F / 13D-G / 13H thresholds monitored
The compliance program belongs before the first close
Exempt reporting advisers have a lighter filing burden, not a lighter anti-fraud burden. Adopt a manual scoped to a fund adviser's real activities: allocation and conflicts, valuation, marketing and track record substantiation, personal trading, privacy, cybersecurity, and business continuity.
Add an AML/CFT program for FinCEN's investment adviser rule effective January 1, 2028, and build the investor onboarding workflow — accredited or qualified purchaser verification, OFAC screening, tax forms, and ERISA percentage tracking — before you test it on a live subscription.
Compliance manual, code of ethics, allocation/conflicts, and valuation policies
Marketing review with performance substantiation backup
AML/KYC and OFAC screening on each investor and beneficial owner, evidence retained
Wire callback verification and dual approval on every outgoing payment
Annual compliance calendar covering review, testing, and every filing date
A realistic timeline and budget
Plan on three to six months from decision to first close: two to four weeks for entity formation, four to eight weeks for fund document drafting and negotiation, two to four weeks for administrator and bank onboarding, and however long the fundraise takes. Documents and administrator onboarding are the long poles, not the filings.
Budget the one-time build — formation, offering documents, entity fees, EDGAR setup, and the compliance program — separately from the recurring lines: fund administration, audit, tax and K-1 preparation, insurance, and ongoing compliance support. Organizational expenses charged to the fund should be capped and disclosed.
Built for emerging managers
Drawn from launches for first-time fund managers, SPV sponsors, venture and private credit funds, and RIAs adding a fund.
Sequenced, not just listed
Steps run in the order the dependencies actually gate each other, from exemption choice to first close.
Operations included
Covers administrator, audit, capital call, and reporting mechanics — the parts allocators diligence hardest.
Frequently asked questions
What do I need to set up before launching a private fund?
Settle strategy, investor type, and the exemptions you will rely on; form the fund, GP, and management company; document fee, carry, and expense economics; have counsel draft the LPA, PPM, and subscription package; engage an administrator, auditor, bank, and custodian; obtain EDGAR codes and IARD access; adopt the adviser compliance program; and build the investor onboarding and AML/KYC workflow. The first close is the end of that work, not the beginning.
What is the difference between 3(c)(1) and 3(c)(7)?
Both are exclusions from Investment Company Act registration. A 3(c)(1) fund is limited to a capped number of beneficial owners who are generally accredited investors. A 3(c)(7) fund may have far more investors, but every one of them must be a qualified purchaser — a materially higher wealth standard. The choice affects your target investor base, minimum commitment size, and subscription certifications, so make it before documents are drafted.
Do exempt reporting advisers have to file anything?
Yes. An exempt reporting adviser files the exempt reporting sections of Form ADV Part 1A through IARD and updates them annually, which requires FINRA entitlement and a funded IARD account. Some states also require a notice filing or registration despite the federal exemption. The fund itself files Form D within 15 days of the first sale and makes state blue sky notice filings for each investor's state.
When is Form D due, and what do I need to file it?
Form D is due within 15 days of the first sale of securities in the offering, filed on EDGAR. You need EDGAR access for the fund first — a CIK, CCC, and passphrase — which is why obtaining codes early is on the checklist. State notice filings follow each state's own deadline and fee schedule, and the Form D annual amendment is due each year while the offering continues.
How is this different from your RIA Startup Checklist?
The RIA Startup & Business Setup Checklist is for an advisory business: entity, custodian, technology stack, insurance, client agreements, and registration readiness. This one is for a fund: structure and exemptions, GP and management company, fund economics, offering documents, administrator and auditor, EDGAR and Form D, and investor onboarding. Managers launching an RIA plus a fund typically use both.
Launching a fund?
FIN Group runs fund launches end to end — structure and exemption analysis, offering document coordination with counsel, EDGAR and Form D filings, administrator and auditor selection, the compliance program, and ongoing fund administration and CCO support.