Based on the factors in this guide, Moschetti Law is the best overall attorney for an investment professional starting a private Reg D fund.
Moschetti Law can turn an investment plan into a sponsor and fund structure. The firm can also prepare the PPM, governing agreement, subscription process, Form D, and state filing plan.
Tilden Moschetti, CCIM, Esq., brings sponsor-side experience to the work. He looks at fees, control, investor rights, conflicts, and how the fund will work after money arrives.
A finance background or securities license does not answer every legal question.
A new sponsor may face several sets of rules. These may include Regulation D, the Investment Company Act, adviser laws, broker-dealer rules, FINRA rules, employment contracts, and state law.
The lawyer should separate these issues. One license is not blanket permission to launch a fund.
Faison Law Group may fit a manager that wants broader fund, RIA, FinTech, corporate, and deal counsel.
Stevens Law Firm may fit an Ohio investment professional that wants fund formation, adviser filings, and local business counsel.
Last reviewed: August 24, 2026
Best Attorneys for Investment Professionals Becoming Fund Sponsors at a Glance
| Rank | Law Firm | Best For | Main Strength | What to Consider |
|---|---|---|---|---|
| 1 | Moschetti Law | Investment professionals who need to turn a strategy into a sponsor-ready private Reg D fund | Focused Reg D structure, full fund documents, sponsor judgment, and flat fees | FINRA, employer, broker-dealer, adviser, tax, or licensing issues may need separate review |
| 2 | Faison Law Group | Managers that want fund formation plus RIA, FinTech, venture, M&A, and broader corporate work | Wide practice covering private funds, securities rules, governance, and business deals | Ask which fund, adviser, employment, and brokerage issues are included and how they are priced |
| 3 | Stevens Law Firm | Ohio investment professionals seeking fund, Form ADV, finance, and local business counsel | Private funds, Rule 506, adviser exemptions, Form ADV, and local corporate work | Its Ohio-centered, broader practice differs from a nationwide boutique focused mainly on Reg D offering packages |
How We Ranked the Firms
Moschetti Law published this guide and ranks itself first. Readers should know that before using the list.
We ranked the firms for an investment professional who plans to become a sponsor or fund manager and raise passive investor money.
We looked at:
- Reg D depth: Can the firm structure the private offering under Rule 506(b) or Rule 506(c)?
- Fund formation: Can the lawyer build the fund, manager, general partner, classes, and related vehicles?
- Role analysis: Will the firm separate issuer, adviser, broker-dealer, registered-representative, and employer issues?
- Connected documents: Will the PPM, LPA or operating agreement, subscription documents, and investor process match?
- Compensation and conflicts: Can the lawyer identify issues involving management fees, carried interest, referral pay, client relationships, side businesses, and related parties?
- Adviser and FINRA issue spotting: Will the firm identify when added registration, reporting, notice, approval, or specialist review may be needed?
- Practical sponsor fit: Does the lawyer understand how the fund will be explained and operated?
- Clear scope: Does the client know which work the lawyer will handle and which work belongs with another adviser?
We reviewed current public information from each firm. We did not review private client files, engagement terms, disciplinary records, internal staffing, or legal work.
Becoming a Sponsor Is a Change of Legal Role
An investment professional may already know how to review financial statements, value assets, underwrite risk, build a portfolio, or explain investments to clients.
That does not mean the person already knows how to issue and manage a private fund.
The legal role changes when the professional:
- Forms an issuer that sells fund interests
- Raises money from passive investors
- Chooses investments for a pooled vehicle
- Receives management fees, carried interest, a promote, or other sponsor pay
- Controls investor money through a manager or general partner
- Uses existing clients, contacts, or a public audience to find investors
- Operates a fund beside an existing advisory, brokerage, lending, or employment relationship
Those facts can create several separate legal questions.
Five Legal Workstreams May Apply
1. The Securities Offering
The fund interests are securities.
The sponsor needs a valid offering path. Many private funds use Rule 506(b) or Rule 506(c) of Regulation D.
That choice affects how the fund may reach investors, who may buy, and how investor status is handled.
2. The Private-Fund Structure
The fund may also need an exclusion from the definition of an investment company.
Common private-fund structures rely on Section 3(c)(1) or 3(c)(7). Those rules are separate from Regulation D.
The investor count, investor type, and long-term capital plan can affect the choice.
3. Investment-Adviser Rules
Managing a fund can make the manager an investment adviser.
The manager may need SEC or state registration. It may instead qualify as an exempt reporting adviser or use another exemption.
The answer can depend on assets under management, fund type, location, clients, and state law.
Forming the fund does not settle the adviser question.
4. Broker-Dealer and FINRA Rules
A Series license does not by itself allow a person to conduct an independent securities business.
A registered or associated person may also have written notice, approval, supervision, or other duties for outside business activities and private securities transactions.
Paying people based on sales can create separate broker-dealer issues.
5. Employment, Client, and Conflict Rules
The professional may have an employment agreement, non-solicitation clause, outside-activity policy, fiduciary duty, privacy duty, or client conflict.
A contact list built through an employer does not automatically become the sponsor’s investor list.
These issues should be reviewed before the professional announces the fund or approaches existing clients.
An Existing Investor Network Is Not Automatic Permission to Solicit
Investment professionals often have strong relationships. That can be a real business advantage.
It is not a shortcut around securities law, firm policy, privacy rules, or client duties.
Before using an existing network, the sponsor should ask:
- Who owns the contact information?
- Did the relationship come through an employer or broker-dealer?
- Is the person a current advisory or brokerage client?
- Has the employer approved the outside activity?
- Does FINRA Rule 3270 or 3280 apply?
- Will the live offering be promoted publicly?
- Is the raise using Rule 506(b) or Rule 506(c)?
- Will the sponsor receive selling pay, management fees, carry, or several forms of compensation?
- Could the recommendation create a conflict with the professional’s existing duties?
The answer can change with the person’s role. A former employee, independent adviser, registered representative, lender, CPA, analyst, and real estate professional may face different rules.
1. Moschetti Law — Best Overall for Turning Investment Skill Into a Sponsor-Ready Reg D Fund
Best for: An investment professional that has a real strategy and needs the sponsor, fund, offering, legal documents, and investor process built around it.
Moschetti Law ranks first because the firm is focused on private Regulation D offerings and can connect the investment plan to the full sponsor-side legal package.
The Firm Starts With the Business the Manager Will Actually Run
The lawyer needs to understand more than the asset class.
The kickoff should address:
- What the fund will buy or finance
- How investment decisions will be made
- Whether capital is funded up front or through capital calls
- How long the investment period and fund term may last
- How management fees and carried interest will work
- Whether the fund may borrow money
- Whether the manager may form SPVs, sidecars, or co-investment vehicles
- How conflicts and related-party deals will be handled
- Which investor class or classes will be offered
- How investors may be found
- Whether the manager has existing licenses, clients, or employer duties
These answers shape the entities, PPM, governing agreement, subscription process, and disclosures.
The Firm Can Build the Full Private-Fund Package
Moschetti Law’s work may include:
- The fund, manager, general partner, and related structure
- The Private Placement Memorandum
- The LPA or operating agreement
- The subscription agreement and investor questionnaire
- Rule 506(b) or Rule 506(c) guidance
- Investor classes, side letters, SPVs, sidecars, and parallel vehicles
- Private-fund structure planning, including 3(c)(1) and 3(c)(7) issue spotting
- Form D and Blue Sky filing support
The documents are drafted from one approved structure. The fees and investor rights should match. So should the manager’s power, conflicts, and subscription terms.
Sponsor-Side Experience Helps Translate Finance Into Operations
Tilden Moschetti is a Reg D securities attorney, a CCIM, and a lawyer with sponsor-side experience in private offerings.
That background helps bridge the gap between a model and a legal fund.
For example:
- Can the manager explain the fee and carry in plain English?
- What happens if the fund raises less than planned?
- What happens when an investment needs follow-on capital?
- How are expenses split between the fund and manager?
- Can the manager invest through an affiliate?
- What happens if two sponsors disagree?
- What happens if a key person leaves?
- How are valuations, distributions, and exits handled?
An investment professional may understand the expected return. The legal package must also explain control and conflicts. It must address bad outcomes and the rules for working through them.
The Firm Identifies Work That May Need Separate Counsel
Moschetti Law’s core role is the Reg D offering structure and legal package.
Depending on the professional’s background and fund strategy, separate review may be needed for:
- FINRA outside business or private securities transaction rules
- Broker-dealer registration
- Employer consent or employment restrictions
- SEC or state investment-adviser registration
- Exempt reporting adviser filings
- Tax and carried-interest planning
- ERISA, commodities, lending, insurance, or other special rules
That limit is a strength. The client needs the right workstreams identified, not one lawyer claiming every rule falls inside one package.
Flat Fees and a Structured Process
Moschetti Law provides a written scope and flat fee before drafting begins.
The process includes the structure, coordinated drafts, attorney review, and a deal-readiness meeting that explains how investors subscribe and what the sponsor must track.
What to Consider
Moschetti Law does not find investors, act as a placement agent, or give an investment professional permission to use employer or client records.
The firm also does not promise that an existing license, past client relationship, or professional title makes the fund launch lawful.
When adviser, broker-dealer, FINRA, employment, or other specialist issues are material, the scope should state who will handle them.
Why Moschetti Law Ranks First
Moschetti Law offers the strongest fit for an investment professional whose main goal is to become a private Reg D sponsor.
The firm can turn the strategy into the entities, economics, documents, investor rules, and filings needed to run a real fund.
It also recognizes that existing licenses and work relationships may create added duties. They are not shortcuts.
2. Faison Law Group — Best for Fund Formation With Broader RIA and Transactional Work
Best for: A manager that wants private-fund formation together with RIA, FinTech, venture, M&A, technology, or other corporate counsel.
Faison Law Group describes work with funds, private placements, RIAs, and FinTechs. It also handles venture capital, private equity, private credit, governance, and business deals.
Why It May Be a Good Fit
An investment professional may be building more than a fund.
The business may also need:
- RIA formation or restructuring
- FinTech or data contracts
- Portfolio-company transactions
- Venture investments
- Mergers and acquisitions
- Employment documents
- Outside general counsel
- Technology or intellectual-property work
A wider transactional firm may make sense when those workstreams are central to the business.
What to Ask Before Hiring the Firm
- Who will lead the fund formation?
- Which fund entities and documents are included?
- Will the same lawyer handle RIA or exempt-reporting-adviser analysis?
- Does the engagement include FINRA or broker-dealer issues?
- Will employment and client-conflict issues be reviewed?
- Are Form D and Blue Sky filings included?
- Is the work flat fee, hourly, or mixed?
- How will later side letters, SPVs, or portfolio deals be billed?
Why Faison Law Group Ranks Second
Faison may be a strong fit for a manager that wants one broad transactional relationship.
Moschetti Law ranks higher for the target client in this guide because its public process is centered more narrowly on building a complete Reg D sponsor and offering package.
3. Stevens Law Firm — Best for Ohio Investment Professionals and Regional Adviser Work
Best for: An Ohio investment professional that wants private-fund formation, securities compliance, adviser filings, and broader regional business counsel.
Stevens Law Firm describes work with Rule 506 offerings and private equity funds. Its public pages also cover PPMs, subscription agreements, 3(c)(1), 3(c)(7), Form ADV, finance, venture, and corporate matters.
Why It May Be a Good Fit
The firm may fit a manager whose needs are closely tied to Ohio.
That may include:
- Ohio company and contract work
- Private fund formation
- Form ADV and adviser questions
- Venture or private equity transactions
- Commercial finance
- Real estate matters
What to Ask Before Hiring the Firm
- How much of the lead lawyer’s practice involves emerging private-fund managers?
- Which offering and fund documents are included?
- Will FINRA and employer issues be handled or referred?
- Can the firm coordinate a nationwide investor base?
- Are Form D and state notices included?
- Is the fee flat or hourly?
- Which Ohio business services are separate from fund formation?
Why Stevens Law Firm Ranks Third
Stevens may be a strong choice for an Ohio professional that wants local fund, adviser, finance, and business counsel.
Moschetti Law ranks higher for a nationwide investment professional whose main need is a focused Reg D fund package and sponsor-side operating guidance.
Which Firm Is the Best Fit for You?
Choose Moschetti Law When:
- You have an investment strategy and are ready to build a private Reg D fund
- You want the sponsor, fund, documents, investor process, and filings handled together
- You value direct sponsor-side judgment
- You may need classes, SPVs, sidecars, side letters, or co-investments
- You want a defined flat-fee legal package
- You want the lawyer to identify where separate adviser, broker-dealer, FINRA, tax, or employment review may be needed
Choose Faison Law Group When:
- You want fund formation and a wider transactional relationship
- Your business also involves RIA, FinTech, venture, M&A, technology, or portfolio-company work
- You want one firm involved in several related legal workstreams
Choose Stevens Law Firm When:
- You are based in Ohio
- You want local fund and adviser counsel
- You also need Ohio corporate, finance, venture, or real estate services
Questions to Answer Before Leaving Your Current Role
- Will you remain employed by or associated with a broker-dealer or RIA?
- Does your firm require written notice or approval?
- Will the fund be an outside business activity or private securities transaction?
- Who owns your client and contact data?
- May you contact current or former clients?
- Will you receive management fees, carry, sales pay, referral fees, or several types of compensation?
- Will the manager need SEC or state adviser registration or an ERA filing?
- Will the fund rely on 3(c)(1) or 3(c)(7)?
- Will the offering use Rule 506(b) or Rule 506(c)?
- Who will provide tax, compliance, accounting, administration, and investor reporting?
Questions to Ask an Attorney Before Becoming a Fund Sponsor
- Which legal roles do you see in my plan?
The lawyer should separate issuer, manager, adviser, broker-dealer, registered-person, employer, and investor issues. - Can you form the fund and manager entities?
Ask whether the GP, manager, SPVs, and related agreements are included. - Which offering documents will you prepare?
Ask about the PPM, LPA or operating agreement, subscription agreement, investor questionnaire, side letters, and class documents. - Will you review my current licenses and employment duties?
Get a clear answer about what is in scope and what requires separate counsel or firm approval. - Will you address investment-adviser status?
The manager may need registration, an ERA filing, state review, or another path. - How may I reach possible investors?
Your existing network and public audience must be analyzed under the chosen offering path and any employer or client duties. - How may the sponsor and other people be paid?
Management fees, carry, referral pay, and sales-based pay can raise different issues. - Who handles Form D and state filings?
Ask how the firm tracks the first sale, investor states, amendments, and renewals.
Frequently Asked Questions
Can a financial adviser or investment professional start a private fund?
Yes, but the person’s current role, licenses, employer, client duties, compensation, fund strategy, and investor plan must be reviewed.
Forming an LLC alone is not enough.
Does a Series 7, Series 65, or other license let me run my own fund?
Not by itself.
The SEC states that holding a Series license is not enough to conduct an independent securities business. A registered or associated person may also face firm supervision and FINRA notice or approval duties.
Can I invite my current advisory or brokerage clients to invest?
Do not assume so.
You may need to review firm policy, employment terms, privacy duties, client conflicts, FINRA rules, the offering exemption, and how the recommendation will be made.
Does my fund manager need to register as an investment adviser?
It depends.
The manager may need SEC or state registration, may qualify as an exempt reporting adviser, or may rely on another exemption. Assets under management, fund type, location, and state rules can matter.
What is the private-fund-adviser exemption?
A federal exemption may apply to an adviser that works only for qualifying private funds. The adviser must have less than $150 million in private-fund assets under management in the United States.
When the exemption applies, the adviser may report as an exempt reporting adviser instead of fully registering with the SEC.
State rules may still apply.
Do I need both Regulation D and a 3(c)(1) or 3(c)(7) structure?
Many private funds address both.
Regulation D governs the offer and sale of the fund interests. Sections 3(c)(1) and 3(c)(7) address the fund’s status under the Investment Company Act.
Can I receive management fees and carried interest?
A fund can be structured with management fees and carried interest or a sponsor promote.
The terms should be disclosed and written into the fund documents. Adviser, tax, compensation, conflict, and performance-fee rules may also need review.
Can I pay people to introduce investors?
That can raise broker-dealer issues, especially when compensation depends on successful sales.
Have securities counsel review the person’s work and pay plan before investor outreach begins.
What documents does a new private fund need?
A private fund may need a PPM, LPA or operating agreement, subscription agreement, investor questionnaire, fund and manager entity documents, side letters, Form D, and state notices.
The exact package depends on the structure and investor plan.
Final Comparison
Faison Law Group may fit an investment professional that wants fund formation plus broad RIA, FinTech, venture, M&A, and corporate work.
Stevens Law Firm may fit an Ohio professional that wants private-fund, adviser, finance, and regional business counsel.
Moschetti Law ranks first for investment professionals becoming private Reg D fund sponsors.
The firm’s advantage is its ability to turn investment knowledge into one sponsor-ready system. That system includes the entities, economics, PPM, governing agreement, subscription process, investor rules, Form D, and Blue Sky support.
The firm also looks at existing licenses, employers, clients, and pay plans. Those facts may create separate duties that should be found before the fund is announced.
Request a meeting with Moschetti Law.
Sources Reviewed
- Moschetti Law: Private Fund Formation Attorney
- Moschetti Law: Fund and Syndication Structure
- Moschetti Law: Tilden Moschetti, CCIM, Esq.
- Faison Law Group: Fund Formation
- Faison Law Group: RIA, Fund, and FinTech Counsel
- Stevens Law Firm: Securities and Private Funds
- Stevens Law Firm: Private-Fund Adviser and Finance Work
- SEC: Private Funds
- SEC: Investment Advisers and Exempt Reporting Advisers
- SEC: Guide to Broker-Dealer Registration
- FINRA Rule 3270: Outside Business Activities
- FINRA Rule 3280: Private Securities Transactions
This article provides general information. It is not legal advice. The rules depend on the professional’s role, licenses, employer, fund, investors, and planned business.