Investment Adviser Registration Attorneys
Whether your firm must register, with the Commission or your state, and how to prepare and maintain the Form ADV filing. Counsel for advisers anywhere in the United States.
A firm that advises others on securities for compensation as a business is an investment adviser under section 202(a)(11) of the Investment Advisers Act, and section 203(a) makes it unlawful for an investment adviser to use interstate commerce in that business unless registered, subject to the exemptions in section 203(b) and the allocation between federal and state registration in section 203A. Registration is done on Form ADV, and the form then becomes the firm’s public disclosure document and the basis for examination.
Industria Business Lawyers advises new and existing advisers anywhere in the United States on three questions in sequence: whether the firm is an investment adviser at all, whether it registers with the Commission or with a state or qualifies for an exemption, and how to prepare a Form ADV that is accurate, complete, and defensible on examination. We then maintain the filing through its annual updating amendment and the changes that require prompt amendment.
Every firm is different, and the exemptions are narrow. The value of getting the status question right at the start is that it does not have to be unwound later.
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Find Out Where Your Firm Must Register
Adviser Registration Questions We Handle
The statute sets the definition, the exemptions, and the federal or state split. The rules fill in the numbers. These are the questions that decide a firm’s path.
Whether Your Firm Is an Investment Adviser
Section 202(a)(11) defines an investment adviser as any person who, for compensation, engages in the business of advising others as to the value of securities or the advisability of investing in, purchasing, or selling securities, or who for compensation and as part of a regular business issues analyses or reports concerning securities. Family offices, consultants, financial planners, and platforms each raise the question in a different form. We answer it in writing before anything is filed.
Federal or State Registration
Section 203A(a) provides that an adviser regulated in the state of its principal office shall not register with the Commission unless it has assets under management of not less than $25,000,000, or such higher amount as the Commission sets by rule, or advises a registered investment company, with separate treatment for mid sized advisers. The Commission’s rule at 17 CFR 275.203A-1 adds a buffer around its threshold so that an adviser near the line is not forced to switch regulators on small fluctuations. We calculate the firm’s regulatory assets under management and determine which regulator it answers to.
Exemptions From Registration
Section 203(b) exempts several categories, including an adviser whose clients are all residents of the state of its principal office and who does not advise on exchange listed securities, an adviser whose only clients are insurance companies, and a foreign private adviser, with an exception for advisers to private funds. Section 203(m) directs the Commission to exempt an adviser that acts solely as adviser to private funds and has less than $150,000,000 in private fund assets under management in the United States, subject to reporting. Rule 203(m)-1 implements that exemption. We determine whether an exemption fits and what reporting still applies.
Preparing Form ADV
Section 203(c) provides that an adviser registers by filing an application with the Commission in the form the Commission prescribes, covering the adviser’s organisation, business, owners, and other required information. Form ADV has a structured part filed through the central system and a narrative brochure delivered to clients. The brochure is where most examination findings originate, because it must describe the business as it actually operates. We draft both parts from the firm’s real practices rather than from a template.
Preemption and State Notice Filings
Section 203A(b) provides that no state law requiring registration or licensing as an investment adviser applies to a person registered with the Commission, while preserving a state’s authority to license investment adviser representatives who have a place of business in the state. A Commission registered adviser still makes notice filings in the states where it has clients or offices. We map the filings and the representative licensing the firm needs.
Ongoing Compliance After Registration
Registration brings the compliance program, code of ethics, books and records, custody, advertising, and examination obligations that apply to registered advisers. We build the compliance manual to the firm’s actual business and prepare the firm for its first examination. Our regulated finance page covers the broker dealer, fund, and commodity questions that often sit alongside adviser registration.
How the Federal and State Systems Divide Advisers
The statute assigns each adviser to one regulator, and the assignment follows assets under management.
Below the threshold. An adviser regulated in its home state with assets under management below the statutory floor registers with that state, not the Commission, unless it advises a registered investment company or another exception applies. State registration follows the state’s own securities act and its examination regime.
Above the threshold. An adviser at or above the Commission’s threshold registers with the Commission, and section 203A(b) then preempts state registration requirements for the firm, though not for its representatives with a place of business in a state. The Commission’s buffer rule lets an adviser that crosses the line stay put until it has clearly crossed.
Private fund advisers. An adviser solely to private funds with less than $150,000,000 in private fund assets is exempt from Commission registration under section 203(m) but must file reports as an exempt reporting adviser. Above that figure, the adviser registers with the Commission regardless of where it sits under section 203A.
Why it matters. Registering with the wrong regulator, or claiming an exemption the firm does not fit, is a violation in itself and is usually found on the first examination. The written status analysis we prepare at the start is designed to address that risk before anything is filed.
Next question: When is broker-dealer registration required?
What Our Clients Say About Us
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I would recommend working with Aaron and team.”
Julien Genestoux from Unlock, Inc
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They consistently deliver thorough and timely work. For any small business looking for dependable and knowledgeable corporate counsel, we wholeheartedly recommend IBL.”
Felipe Pinto from Revolve Labs
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As a result, we’ve continued to rely on them as our go-to legal counsel for ongoing corporate matters.”
Zachary Panos from Fourcaster LLC
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The attorneys were incredibly responsive, guiding me through every step of the process with clarity and professionalism. They took the time to address all my questions and concerns, ensuring that I felt confident in each decision we made. Their attention to detail and thoroughness were evident in the documents they prepared, which gave me peace of mind knowing that everything was handled properly. What stood out most was their commitment to my vision. They not only provided legal advice but also offered valuable insights into the industry, helping me navigate potential challenges and seize opportunities. Their strategic approach was instrumental in setting up a robust fund structure that aligns with my goals. Overall, working with IBL was a fantastic experience. They made a complex process manageable and stress-free. Thank you for your outstanding support.””
Jeff from Solar Carbon Credit Fund
Tell Us About Your Matter
How We Work an Adviser Registration Matter
Business Review +
What the firm advises on, how it is paid, who its clients are, where the firm and its clients are located, and whether it advises any pooled vehicle.
Status Determination +
Whether the firm meets the section 202(a)(11) definition, and if so whether any section 203(b) or 203(m) exemption applies, documented in writing.
Regulator Allocation +
The firm’s regulatory assets under management against the section 203A threshold and the Commission’s buffer rule, and the resulting federal or state assignment.
Form ADV Drafting +
The structured part and the narrative brochure, drafted from the firm’s actual practices, conflicts, fees, and disciplinary history.
Filing and State Notices +
Submission through the central filing system, state notice filings, and investment adviser representative registrations where required.
Compliance Program +
The compliance manual, code of ethics, and policies that registration requires, sized to the firm.
Annual Updating and Examination +
The annual updating amendment, prompt amendments when material information changes, and preparation for examination.
FAQ
01 • Advisers Do I register with the SEC or my state?
Section 203A of the Advisers Act allocates advisers principally by assets under management, with a statutory floor of $25,000,000 for Commission registration that the Commission may raise by rule, and separate treatment for mid sized advisers and advisers to registered investment companies. The Commission’s rule adds a buffer around its threshold. The allocation has to be worked out for each firm.
02 • Advisers What is Form ADV?
The registration form the Commission prescribes under section 203(c). It has a structured part filed electronically and a narrative brochure that describes the adviser’s business, fees, conflicts, and disciplinary history and is delivered to clients. It must be updated annually and amended promptly when certain information becomes inaccurate.
03 • Advisers I only advise a private fund. Do I still register?
Section 203(m) provides an exemption for an adviser that acts solely as adviser to private funds with less than $150,000,000 in private fund assets under management in the United States, but the adviser must still maintain records and file reports with the Commission as an exempt reporting adviser. Above that amount the adviser registers.
04 • Advisers Does registering with the SEC mean I can ignore state rules?
Section 203A(b) preempts state registration and licensing requirements for an adviser registered with the Commission, but states may still license investment adviser representatives who have a place of business in the state, and Commission registered advisers make notice filings in the states where they operate.
05 • Advisers How long does registration take?
The Commission acts on an application within the period the statute provides after filing, and the preparation before filing usually takes longer than the review. The time is in the status analysis and the brochure, which have to be right before submission.
Talk to an Investment Adviser Registration Attorney
Advisers anywhere in the United States. Call (202) 860-1210 or describe your firm through the form. Free consultation. Every firm is different, and the exemptions are narrow. We will tell you whether your firm must register, with whom, and what the filing would involve.
This page provides general information about investment adviser registration under the Investment Advisers Act and does not constitute legal advice. Reading it does not create an attorney client relationship. Statutes and rules cited were read on the date this page was last updated and are subject to change. Whether a particular firm must register depends on its specific facts.