Annual Compliance for US Advisers and Broker-Dealers: Form ADV, Audits, Reviews and Key Dates to 2028

For a firm with a 31 December year end, the next 18 months of US investment compliance turn on a handful of dates. Broker-dealers file audited annual reports on Form X-17A-5 within 60 days of year end, which is 1 March 2027. Investment advisers file their annual Form ADV update within 90 days, which is 31 March 2027, and deliver brochure updates within 120 days, which is 30 April 2027. The 2024 Form PF amendments now apply from 1 July 2027, and FinCEN's anti-money laundering rule for advisers takes effect on 1 January 2028.

This guide sets out the annual obligations for SEC-registered investment advisers, exempt reporting advisers and FINRA member broker-dealers, the dates from now to 2028, and a working plan for the year. Our licence pages for US investment adviser registration and US broker-dealer registration cover the registrations themselves.

Key dates from now to 2028

Dates that depend on the financial year end move with it. A firm with a 30 June year end, for example, files its Form ADV update by 28 September.

Investment advisers: the annual Form ADV update

Every SEC-registered adviser files an annual updating amendment to Form ADV within 90 days of its financial year end, under Rule 204-1, and pays the IARD filing fee again: $40, $150 or $225 depending on regulatory assets under management. Exempt reporting advisers update their shortened Form ADV on the same timetable and pay $150. State-registered advisers file through IARD on the same system.

The annual update does more than refresh data. It reports the adviser's regulatory assets under management, which re-tests eligibility for SEC registration. An adviser that falls below $90 million must withdraw from the SEC within 180 days of year end, and a state adviser that reaches $110 million must apply to the SEC within 90 days of the update. Our guide to SEC or state registration for investment advisers explains the thresholds.

The update also covers the Part 2A brochure. Where there are material changes, the adviser delivers the updated brochure, or a summary of material changes, to each client within 120 days of year end under Rule 204-3. Separately, certain changes during the year, such as a new address, a change of control person or new disciplinary information, need a prompt amendment rather than waiting for the annual update.

Investment advisers: the annual review and recurring duties

Rule 206(4)-7 requires each SEC-registered adviser to review its compliance policies and procedures at least once a year for adequacy and for the effectiveness of their implementation. The chief compliance officer leads the review. A practical review tests what happened in the year against what the procedures say, records the findings and tracks the fixes.

The SEC's Division of Examinations published a new exam handbook on 1 October 2026 explaining how examinations run from risk assessment to the closing letter. Advisers can use it to check that their annual review produces the evidence an examiner will ask for.

Private fund advisers: Form PF, audits and custody

SEC-registered advisers with at least $150 million of private fund assets file Form PF. Most file an annual update within 120 days of year end. Large hedge fund advisers, with at least $1.5 billion of hedge fund assets, file quarterly within 60 days of each quarter, and advisers to private equity funds file event reports within 60 days after each fiscal quarter in which a reporting event occurs.

Two changes are in progress. The compliance date for the amendments adopted in February 2024 has been extended several times and is now 1 July 2027. On 20 April 2026 the SEC and CFTC also proposed raising the Form PF filing threshold from $150 million to $1 billion of private fund assets and the large hedge fund threshold from $1.5 billion to $10 billion. Until a final rule is adopted, advisers file on the current form and thresholds.

Advisers that meet the custody rule for their funds through the audit approach have each fund audited at least annually by an accountant registered with and inspected by the PCAOB, and deliver audited financial statements to investors within 120 days of the fund's year end. On 1 October 2026 the SEC proposed new custody rules covering crypto assets and changes to the audit approach. The proposal is not final.

Broker-dealers: annual audited reports and FOCUS

SEC Rule 17a-5 requires every broker-dealer to file annual reports within 60 calendar days of its financial year end. They comprise audited financial statements and supporting schedules, a compliance report if the firm is subject to the customer protection rule or an exemption report if it is not, and the independent accountant's reports on them. The accountant must be independent and registered with the PCAOB. The reports are filed on EDGAR, with FINRA as the firm's designated examining authority and with SIPC where the firm is a member.

Each broker-dealer also files a statement identifying its accountant by 10 December each year, unless the engagement is continuing. Through the year the firm files FOCUS reports, its regular financial and operational reports: Part IIA within 17 business days after each quarter for firms that neither clear nor carry customer accounts, and Part II quarterly plus Part I monthly for clearing and carrying firms. Form Custody is filed within 17 business days after each quarter.

Broker-dealers: FINRA certifications, testing and reviews

FINRA's rules add a set of annual duties to the financial reporting cycle.

The CEO certification under Rule 3130 depends on the evidence behind it: the supervisory control testing under Rule 3120, the chief compliance officer's meetings with the CEO and the annual compliance meeting record. Planning those three in sequence avoids a certification signed without support.

People: continuing education and registration renewals

Registered persons at FINRA members complete the Regulatory Element of continuing education by 31 December of each year in which it falls due. In states that have adopted NASAA's continuing education rule, investment adviser representatives complete 12 credits a year, 6 on ethics and professional responsibility and 6 on products and practice, which must appear on their CRD record by 31 December. An adviser representative who misses the requirement faces registration problems in the following year.

Registrations of firms, branches and individuals with FINRA and the states renew each year through FINRA's renewal programme. Preliminary statements for 2027 are available from 9 November 2026, full payment is due by 7 December 2026, and final statements must be settled by 22 January 2027. Unpaid preliminary statements lead states to terminate registrations from 1 January 2027.

Rules that changed or are changing

• Regulation S-P: both compliance dates have now passed. SEC-registered advisers and broker-dealers need a written incident response programme, service provider oversight and notice to affected individuals no later than 30 days after becoming aware of unauthorised access to sensitive customer information.
• FinCEN investment adviser AML rule: postponed from 1 January 2026 to 1 January 2028 by FinCEN's final rule of 31 December 2025. It covers SEC-registered advisers and exempt reporting advisers, and Treasury has said it will review the rule's scope.
• Form PF: 2024 amendments now apply from 1 July 2027, with a pending proposal to raise thresholds.
• Political contribution rule: on 3 September 2026 the SEC proposed rescinding Rule 206(4)-5. It applies until rescinded.
• Crypto custody: the SEC's 1 October 2026 proposal for advisers and funds is open for comment and not yet in force.
• New member applications: FINRA's enhanced Form NMA has applied to all new applications since 15 April 2026, as explained in our guide to the FINRA New Member Application.

How to run the year

• October and November: confirm the financial year end, auditor engagement and renewal contacts, and diarise every date in the first table.
• November and December: pay renewal statements, file the accountant statement, finish continuing education and run the Rule 3120 testing.
• January to March: close the books, complete the broker-dealer audit, prepare the Form ADV update and brochure, and run the annual compliance review.
• April: deliver brochures, file Form PF and send fund financial statements.
• Through the year: quarterly FOCUS, Form Custody, Form 13F and access person reporting, and prompt Form ADV amendments when facts change.
• Before 1 January 2028: design and test the AML programme for advisers within FinCEN's rule.

For the combined view of both registrations, see our SEC investment adviser and broker-dealer overview, and for our work across the sector see investment and wealth firms.