U.S. Corporate Transparency Act: A Worksheet For Private Fund Managers

With the end of the year fast approaching, now is the time to remind private fund managers of the upcoming deadline for compliance with the U.S. Corporate Transparency Act (CTA) and how the CTA affects the pooled investment vehicles (PIVs) they advise. The takeaway here is that the CTA exempts a variety of investment advisers and their PIVs, but each case is different and requires a review of the facts to ensure an appropriate exemption applies.

For example, the CTA exempts certain PIVs that rely upon Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940 to avoid public registration but only if the specific investment adviser for the PIV is also exempt from the CTA. And importantly, the CTA does not expressly exempt Securities and Exchange Commission (SEC) exempt reporting advisers (ERAs) or state-registered investment advisers from CTA obligations (unless other exemptions are available).