You’re raising a fund with digital assets in scope, out of the United States. Structure and licensing move together, not one after the other.
Information, not advice
This page is information, not legal advice about your matter. A retainer begins only when a lawyer confirms it.
Start here
Decide who is allowed to invest before you decide anything else
The exemption you rely on caps how many investors you can take and who they can be. Those caps are hard limits, not guidelines.
What to work through, in order
Investor class and disclosure
Whether the fund relies on section 3(c)(1) or 3(c)(7) of the Investment Company Act, and which Regulation D exemption governs the offering. Investor counts and accreditation status are hard limits, not guidelines.
The licensing route
Investment adviser registration with the SEC or a state, or reliance on the private fund adviser or venture capital adviser exemptions. Assets under management and strategy both drive the answer.
Where the vehicle sits
A Delaware limited partnership or LLC, commonly with a Cayman parallel for non-US and tax-exempt investors. Blocker structures address unrelated business taxable income and effectively connected income exposure.
Next steps
What happens if you go ahead
Scoping call
Written scope and fixed-fee quote
Engagement, once a lawyer confirms
Who would handle it
Offices
New York
450 Park Avenue, 3rd Floor, New York NY 10022
San Francisco
28 Geary Street, Suite 625 #133, San Francisco CA 94108