• This memo serves as a reminder that private equity funds (and their managers/advisers) are subject to various types of regulation under U.S. federal law and non-U.S. law.

Please see attached a calendar with links to Who/What/When/How sheets on regulatory filings commonly applicable to private fund sponsors, including, among others, Form ADV, Form PF, Exchange Act filings, CPO/CTA exemption filings, and BEA and TIC forms. The Who/What/When/How sheets provide summaries on who is required to file, links to what forms are required to be filed, information on when the filings are due, and how the filings may be submitted, as well as links to general information, FAQs and other guidance from the applicable governmental entity. While the Who/What/When/How sheets provide summaries on to whom the filings apply, we recommend seeking legal advice concerning the applicability to your firm because there may be complications, including with respect to the consolidation rules.

This calendar does not cover all possible filing obligations under U.S. or non-U.S. law, including filing obligations relating to tax, ERISA or non-U.S. regulatory regimes. Furthermore, this calendar focuses on the regulatory obligations applicable to investment advisers to private funds; the filing obligations applicable to other types of investment advisers (particularly investment advisers to separately management accounts or retail investors) may be different.

This calendar is for informational purposes only and is not intended to be legal advice. Please reach out to us with respect to any questions you may have on the applicability of any of these regulatory filing obligations.

What’s New This Year?

The change of administration in 2025 and certain legal challenges to rulemaking throughout 2024 have brought significant shifts in the regulatory landscape.

Set out below is a summary of some of these developments.

Form PF

Form PF is the confidential reporting form for certain Securities and Exchange Commission (the “SEC”)-registered investment advisers to private funds, including those that also are registered with the Commodity Futures Trading Commission (the “CFTC”)as commodity pool operators or commodity trading advisers.

On February 8, 2024, the SEC, in coordination with the CFTC, adopted additional amendments to Form PF, largely as proposed (the “Joint PF Amendments”). On January 29, 2025, the SEC and CFTC extended the compliance date for the Joint Amendments, originally scheduled to come into effect on March 12, 2025, to June 12, 2025. Subsequently, on June 11, 2025, the SEC and CFTC further extended the compliance date for the Joint Amendments, previously extended to June 12, 2025, to October 1, 2025. Periodic updates on Form PF pursuant to Section 5 and Section 6 should be filed as appropriate. 

The agencies cited that the extension will also provide more time for filers to program and test for compliance with these amendments.

Corporate Transparency Act

The Corporate Transparency Act requires certain domestic and foreign companies to report personally identifying information about their beneficial owners, senior officers and other control persons to the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) and to keep reported information up to date.

Effective March 26, 2025, an interim final rule published by FinCEN exempts all domestic entities from reporting under the Corporate Transparency Act. Under the interim final rule, only foreign entities registered to do business in the United States that do not qualify for an exemption must report beneficial ownership information to FinCEN. The interim final rule is subject to comments and may be revised when it is finalized by FinCEN later in 2025.

BE-180 Filing Reminder

The BEA benchmark surveys Form BE-10 (link) and Form BE-180 (link) are scheduled to be due this year.

This publication is for general information purposes only. It is not intended to provide, nor is it to be used as, a substitute for legal advice. In some jurisdictions it may be considered attorney advertising.