United States

US Investment Adviser Registration: SEC or State, Form ADV, Exams and Annual Filings

How to register as a US investment adviser: the $100m SEC threshold, state registration, Form ADV, Series 65, exempt reporting advisers and filing deadlines.

SEC from $100m of assetsSEC decision in 45 daysForm ADV update within 90 days
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Key dates for 2025 to 2028

3 December 2025PassedRegulation S-P amendments apply to SEC-registered advisers with $1.5 billion or more of assets under management: incident response programme and 30-day customer notice.
3 June 2026PassedRegulation S-P amendments apply to smaller SEC-registered advisers.
1 October 2026PassedThe SEC proposes crypto asset custody rules for registered advisers and funds, with comments due 60 days after Federal Register publication.
31 December 2026UpcomingInvestment adviser representatives in states with continuing education rules must have 12 credits reported for 2026.
31 March 2027UpcomingAnnual Form ADV updating amendment and IARD fee due for advisers and exempt reporting advisers with a 31 December year end.
1 July 2027UpcomingCompliance date for the February 2024 Form PF amendments for private fund advisers, unless the SEC and CFTC change it again.
1 January 2028UpcomingFinCEN's AML programme and suspicious activity reporting rule takes effect for SEC-registered advisers and exempt reporting advisers.

Written and reviewed by the Regulatory Counsel team. Last reviewed: 20 October 2026.

The short answer

A firm paid to advise others about securities, including a portfolio manager, wealth manager, private fund manager or robo-adviser, registers as an investment adviser before it starts, unless an exemption applies. Registration is made on Form ADV through the Investment Adviser Registration Depository (IARD), the online system run by FINRA for the SEC and the states.

Whether the adviser registers with the SEC or with a state depends mainly on its regulatory assets under management (the value of securities portfolios it manages on a continuing basis). From $100 million an adviser may register with the SEC, and from $110 million it must. Below $100 million it generally registers with its home state, with exceptions such as mid-sized advisers based in New York, advisers to registered funds and advisers required to register in 15 or more states. An adviser whose principal office is outside the United States may register with the SEC at any size.

The SEC has 45 days to act on an application and charges $40, $150 or $225 depending on assets. Individuals who give advice for the firm normally pass the Series 65, or the Series 66 with the Series 7, to register with the states. Once registered, the adviser runs a compliance programme under a chief compliance officer, reviews it at least once a year and files its annual Form ADV update within 90 days of its financial year end, which is 31 March 2027 for a calendar-year firm. FinCEN's anti-money laundering rule for advisers now takes effect on 1 January 2028.

Key facts at a glance

RegulatorsSEC for advisers with $100 million or more of regulatory assets under management and certain other advisers. State securities regulators for smaller advisers and for investment adviser representatives
Registration formForm ADV Part 1A, Part 2A brochure, Part 2B brochure supplements and, for advisers with retail investors, Part 3 (Form CRS), filed through IARD
SEC thresholdMay register from $100 million, must register from $110 million, need not withdraw unless below $90 million (SEC Rule 203A-1)
Below $100 millionGenerally state registration. A mid-sized adviser ($25 million to $100 million) based in New York registers with the SEC, as New York does not examine mid-sized advisers
Non-US advisersMay register with the SEC whatever their size, or rely on the foreign private adviser exemption or exempt reporting adviser status
SEC decision period45 days from filing to grant registration or begin proceedings to deny it
SEC filing fee$40 (under $25 million), $150 ($25 million to $100 million) or $225 ($100 million or more), on first filing and each annual update. Exempt reporting advisers pay $150
IndividualsInvestment adviser representatives register with the states and normally pass the Series 65 ($187), or the Series 66 ($177) with the Series 7. Some designations, such as the CFP and CFA, are accepted in place of the Series 65 by most states
Compliance programmeWritten policies and procedures, a chief compliance officer and a review at least once a year (SEC Rule 206(4)-7)
Annual Form ADV updateWithin 90 days of financial year end. 31 March 2027 for a 31 December 2026 year end
Form PFSEC-registered advisers with at least $150 million of private fund assets. 2024 amendments now apply from 1 July 2027
AML ruleFinCEN's AML programme and suspicious activity reporting rule for registered and exempt reporting advisers takes effect on 1 January 2028

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What is the US Investment Adviser Registration (SEC and State)?

Investment adviser registration is the licence a firm needs under US law to be paid for advice about securities. The Investment Advisers Act of 1940 defines an investment adviser broadly: anyone who, for compensation, is in the business of advising others about the value of securities or whether to buy or sell them, or who issues analyses or reports about securities as part of a regular business. Portfolio managers, wealth managers, private fund managers, pension consultants and most robo-advisers fall within it.

The United States splits the supervision of advisers between federal and state regulators. Larger advisers, and some others the law allocates to federal oversight, register with the SEC. Smaller advisers register with the securities regulator of the state where they have their principal office, and with other states where they do business. Both routes use the same form, Form ADV, filed electronically through IARD.

Registration brings a fiduciary duty to clients, meaning a duty of care and a duty of loyalty, plus a set of rules on compliance, custody of client assets, marketing, personal trading and record keeping. Registered advisers are examined by the SEC or their state regulator.

Who needs US Investment Adviser Registration (SEC and State)?

Any firm that advises US clients about securities for compensation as a business, unless it is excluded from the definition of investment adviser or relies on an exemption such as the foreign private adviser, private fund adviser or venture capital fund adviser exemptions.

  • - Independent wealth managers and financial planning firms managing client portfolios
  • - Discretionary portfolio managers and separately managed account providers
  • - Hedge fund, private equity, private credit and real estate fund managers advising funds that hold securities
  • - Robo-advisers and investment apps that recommend or manage portfolios
  • - Pension and institutional consultants advising on investment managers and allocations
  • - UK, EU and Asian managers taking on US clients or US investors
  • - Crypto fund managers and advisers whose portfolios include crypto asset securities

The first misconception is that a small adviser can always choose the SEC. Federal law prohibits most advisers with less than $100 million of regulatory assets under management from registering with the SEC. The exceptions are specific: a New York principal office for mid-sized advisers, advising a registered fund, needing to register in 15 or more states, operating only through an interactive website, pension consulting above $200 million, or expecting to be eligible within 120 days. The second is that assets under management means net assets. Regulatory assets under management are calculated gross, without deducting debt, include family and proprietary accounts and accounts of non-US clients, and for private funds include uncalled capital commitments. Firms that use their marketing number often land on the wrong side of the $100 million line. The third is that registration of the firm covers its people. The firm registers with the SEC or a state, but the individuals who advise clients usually register separately with the states as investment adviser representatives, pass an exam or hold an accepted designation, and in many states complete 12 credits of continuing education each year.

SEC or state registration: the assets under management test

The dividing line is regulatory assets under management, reported in Item 5.F of Form ADV Part 1A. SEC Rule 203A-1 sets a buffer so that an adviser near the line does not have to switch regulator every year.

Regulatory assets under managementRegistrationNotes
Less than $25 millionStateSEC registration only through a specific exemption, for example advising a registered fund or needing to register in 15 or more states
$25 million to under $100 million (mid-sized)Generally stateSEC if the home state does not require registration or does not examine advisers. SEC staff list New York as the only such state
$100 million to under $110 millionSEC or state, at the adviser's choiceAn SEC-registered adviser stays registered unless it falls below $90 million
$110 million or moreSECA state-registered adviser applies to the SEC within 90 days of the annual update reporting $110 million or more
Any amount, principal office outside the USSEC permittedOr rely on the foreign private adviser exemption or exempt reporting adviser status where available

An SEC-registered adviser whose annual update shows it is no longer eligible files Form ADV-W to withdraw within 180 days of its financial year end and registers with the states.

How to calculate regulatory assets under management

Regulatory assets under management are not the same as the figure in a pitch deck. Instruction 5.b of Form ADV Part 1A sets the rules, and the result decides both the regulator and the filing fee.

  • - Count securities portfolios: accounts where at least half the value is securities. Cash and bank deposits may be treated as securities for this test
  • - Count only accounts that receive continuous and regular supervisory or management services, such as ongoing discretionary management or ongoing monitoring with responsibility for arranging trades
  • - Include family and proprietary accounts, accounts where the firm receives no fee and accounts of clients who are not US persons
  • - For private funds, treat all fund assets as a securities portfolio and add uncalled capital commitments
  • - Use gross value: do not deduct borrowings or accrued but unpaid liabilities
  • - Exclude the part of an account managed by another firm

Exceptions that allow a smaller adviser to register with the SEC

  • - Adviser to an investment company registered under the Investment Company Act of 1940, or to a business development company where assets are at least $25 million
  • - Pension consultant advising plans with at least $200 million of assets in the 12 months ending within 90 days of filing
  • - Adviser controlling, controlled by or under common control with an SEC-registered adviser, with the same principal office
  • - Newly formed adviser expecting to be eligible for SEC registration within 120 days
  • - Multi-state adviser that would otherwise have to register with 15 or more states
  • - Internet adviser providing advice exclusively through an interactive website, with limited exceptions

Form ADV, Form CRS and IARD

Form ADV is both the application and the adviser's public disclosure document. Parts 1A and 2A are filed with the SEC or the state through IARD and published on the SEC's Investment Adviser Public Disclosure website. Part 2B supplements are kept and delivered but not filed with the SEC.

PartWhat it coversWho receives it
Part 1AIdentity, ownership, business, clients, regulatory assets under management, custody, affiliations, private funds and disciplinary history, in check-box formRegulators and the public
Part 2A brochureServices, fees, conflicts of interest, methods of analysis, risks, brokerage practices, custody and disciplinary information in plain EnglishClients before or at the time of signing, then annually if there are material changes
Part 2B supplementsEducation, experience and disciplinary history of each individual who advises clientsClients
Part 3 (Form CRS)Short relationship summary on services, fees, conflicts and standard of conductRetail investors, filed with the SEC by SEC-registered advisers

Investment adviser representatives: Series 65, Series 66 and continuing education

Most states require individuals who give advice on behalf of an adviser to register as investment adviser representatives. The exam requirement is set by the states and administered by FINRA for NASAA. An exam pass is valid for two years without registration and remains valid while the person stays registered.

Most states accept certain professional designations in place of the Series 65: CFP, ChFC or MSFS, CFA, PFS and CIMA. A designation does not replace the Series 66, which also needs a valid SIE and Series 7. In states that have adopted NASAA's continuing education model rule, each representative completes 12 credits a year, 6 on ethics and professional responsibility and 6 on products and practice, reported by 31 December.

ExamPurposeQuestionsFee
Series 65, Uniform Investment Adviser Law ExamQualifies an investment adviser representative130$187
Series 66, Uniform Combined State Law ExamCounts as Series 63 and Series 65 when held with a valid SIE and Series 7100$177
Series 63, Uniform Securities Agent State Law ExamState law exam for broker-dealer agents60$147

NASAA is updating exam questions for model rule amendments on adviser advertising adopted in May 2026. The updated exams are expected in early 2027.

Exempt reporting advisers: private fund and venture capital advisers

Two exemptions let an adviser avoid full SEC registration while still reporting to the SEC. Advisers using them are exempt reporting advisers. They file a shortened Form ADV Part 1A (Items 1, 2, 3, 6, 7, 10 and 11) within 60 days of first relying on the exemption, update it within 90 days of each financial year end and pay $150 for each filing. Some states also require exempt reporting advisers to file reports with them.

  • - Private fund adviser exemption: an adviser that advises only qualifying private funds and has less than $150 million of private fund assets managed in the United States
  • - A non-US adviser qualifies if it has no US clients other than qualifying private funds and less than $150 million of private fund assets managed from a US place of business
  • - Venture capital fund adviser exemption: an adviser that advises solely venture capital funds as defined by SEC rule, with no asset limit
  • - Foreign private adviser exemption, separate from the above: no US place of business, fewer than 15 US clients and private fund investors, less than $25 million attributable to them and no holding out to the US public. No Form ADV filing is needed

The compliance programme rule and the chief compliance officer

Every SEC-registered adviser must adopt and implement written policies and procedures reasonably designed to prevent breaches of the Advisers Act by the firm and its staff, review them at least once a year for adequacy and effectiveness, and designate a chief compliance officer to administer them. The chief compliance officer must be a supervised person of the firm, meaning an employee, officer or someone acting under the firm's supervision.

The SEC expects the policies to cover the firm's actual risks: portfolio management and allocation, trading and best execution, accuracy of disclosures, personal trading, safeguarding of client assets, marketing, valuation, records, privacy and cybersecurity, and business continuity. On 1 October 2026 the SEC's Division of Examinations published a new exam handbook describing how examinations run from risk assessment to the closing letter.

Custody rule basics

An adviser has custody if it holds client funds or securities or has authority to obtain them, for example by deducting fees, holding a standing authority to move money or acting as general partner of a fund it manages. SEC Rule 206(4)-2 then requires client assets to be held by a qualified custodian, such as a bank, broker-dealer or futures commission merchant, which sends account statements to clients at least quarterly.

The adviser also arranges a surprise examination of client assets by an independent public accountant at least once each calendar year, with the accountant filing Form ADV-E within 120 days. A pooled fund can instead be audited annually by an accountant registered with and inspected by the Public Company Accounting Oversight Board (PCAOB), with audited financial statements sent to investors within 120 days of the fund's year end. An adviser with custody only because it deducts fees does not need the surprise examination.

On 1 October 2026 the SEC proposed a tailored framework for crypto asset custody by registered advisers and funds, including self-custody in some circumstances and use of state trust companies as custodians. It is a proposal, open for 60 days after publication in the Federal Register, and the current rule applies until a final rule is adopted.

Form PF, Form 13F and other periodic filings

  • - Form PF: SEC-registered advisers with at least $150 million of private fund assets file Form PF. Most file annually 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. Private equity advisers file event reports within 60 days after each quarter in which a reporting event occurs
  • - Form PF changes: the compliance date for the February 2024 amendments has been moved to 1 July 2027. A separate proposal of 20 April 2026 would raise the filing threshold to $1 billion of private fund assets and the large hedge fund threshold to $10 billion
  • - Form 13F: an adviser exercising investment discretion over at least $100 million of section 13(f) securities, broadly US-listed equities, files Form 13F within 45 days after each calendar quarter
  • - Form ADV other-than-annual amendments: certain changes, such as a change of address, ownership or disciplinary information, must be filed promptly rather than waiting for the annual update

Anti-money laundering, privacy and rules in transition

FinCEN's rule requiring SEC-registered advisers and exempt reporting advisers to run an anti-money laundering and countering the financing of terrorism programme, and to file suspicious activity reports, was due on 1 January 2026. FinCEN's final rule of 31 December 2025 moved it to 1 January 2028, and Treasury has said it will review the rule's scope before then. Advisers should plan for a programme in force on that date while watching for changes.

The SEC's amendments to Regulation S-P require a written incident response programme and notice to affected individuals no later than 30 days after becoming aware of unauthorised access to sensitive customer information. Advisers with $1.5 billion or more of assets under management had to comply from 3 December 2025, and smaller advisers from 3 June 2026.

On 3 September 2026 the SEC proposed rescinding Rule 206(4)-5, the political contribution or pay-to-play rule. Until it is withdrawn, the rule continues to apply to advisers with government clients.

SEC registration, state registration and exempt reporting compared

The three routes use the same Form ADV but carry different obligations.

Point of differenceSEC-registered adviserState-registered adviserExempt reporting adviser
Typical size$100 million or more, or an exceptionUnder $100 millionPrivate fund adviser under $150 million in the US, or venture capital adviser
What is filedFull Form ADV Parts 1A, 2A and, for retail, Form CRSFull Form ADV with each state, plus any state documentsForm ADV Part 1A Items 1, 2, 3, 6, 7, 10 and 11
ApprovalSEC order within 45 daysEach state's procedureNone. Report filed within 60 days
SEC fee$40, $150 or $225None to the SEC. State fees apply$150
Compliance rule and CCOYesState equivalentsNot required by SEC Rule 206(4)-7
Examined bySECState regulatorSEC may examine
FinCEN AML rule from 1 January 2028YesNoYes

Annual cycle for a calendar-year adviser

ObligationDeadline for a 31 December 2026 year endWho
IAR continuing education credits reported31 December 2026Representatives in states with IAR CE
Annual Form ADV updating amendment and fee31 March 2027SEC and state-registered advisers and exempt reporting advisers
Brochure or summary of material changes to clients30 April 2027Advisers with material brochure changes
Form PF annual update30 April 2027Private fund advisers that are not large hedge fund or liquidity fund advisers
Audited fund financial statements to investors30 April 2027Advisers relying on the audit approach for pooled funds
Annual compliance programme reviewAt least once every 12 monthsSEC-registered advisers
Annual holdings reports from access personsOnce every 12 months, on a date the firm selectsAll registered advisers

Key requirements

Correct registration route

The adviser calculates regulatory assets under management on the Form ADV basis and checks every exception before choosing between SEC registration, state registration, exempt reporting adviser status or the foreign private adviser exemption. The route sets the regulator, the fee, the exam regime and the annual filings.

Form ADV Parts 1 and 2

Part 1A reports the business, owners, clients, assets, affiliations, custody and disciplinary history in a structured form. Part 2A is the brochure, a plain-English narrative of services, fees, conflicts, methods and risks that is delivered to clients. Part 2B supplements describe each key adviser. Part 3, Form CRS, is a short relationship summary for retail investors.

Qualified individuals

Investment adviser representatives pass the Series 65, or the Series 66 together with the Series 7, unless their state accepts a designation such as CFP, CFA, ChFC, PFS or CIMA. Each representative files a Form U4 through the same CRD and IARD systems.

Compliance programme and chief compliance officer

SEC Rule 206(4)-7 requires written policies and procedures designed to prevent breaches of the Advisers Act, a chief compliance officer who is a supervised person of the firm, and a review of the programme at least once a year. States apply equivalent rules to the advisers they register.

Code of ethics and records

The code of ethics sets standards of conduct and requires access persons (staff with access to non-public client or trading information) to report their holdings within 10 days of starting, then annually, and their transactions within 30 days after each quarter. Books and records are kept for at least five years, the first two in an office of the adviser.

Custody controls

An adviser with custody of client funds or securities keeps them with a qualified custodian, such as a bank or broker-dealer, which sends account statements to clients at least quarterly, and arranges an annual surprise examination by an independent accountant unless an exception applies, such as audited pooled funds.

What does investment adviser registration cost?

Regulator fees for advisers are modest. The larger costs are people, compliance systems, custody arrangements and, for private fund managers, fund audits.

  • - SEC IARD filing fee: $40 under $25 million, $150 from $25 million to $100 million, $225 from $100 million, paid on the initial filing and each annual update
  • - Exempt reporting advisers: $150 for the initial report and each annual update
  • - State registration and notice filing fees: set by each state and paid through IARD
  • - Exams: Series 65 $187, Series 66 $177, Series 63 $147, plus state registration fees for each representative
  • - Third-party costs: surprise examinations or fund audits where the firm has custody, compliance systems and insurance
  • - Professional fees: a fixed fee set out in a written proposal

The application process

1

Confirm the route

We calculate regulatory assets under management on the Form ADV basis, test every SEC eligibility exception and exemption, and confirm whether the firm registers with the SEC, with one or more states, files as an exempt reporting adviser or relies on the foreign private adviser exemption.

2

Set up IARD access

The firm requests IARD entitlement and funds its IARD account with the SEC filing fee and any state fees. Funds should be in the account at least 48 hours before submission.

3

Prepare Form ADV and Form CRS

We prepare Part 1A, the Part 2A brochure, Part 2B supplements and, where the firm will have retail investors, Form CRS. Each disclosure is drafted from the firm's actual fees, conflicts and practices.

4

Build the compliance programme

We prepare the compliance manual, code of ethics, custody procedures, marketing review process, record keeping, privacy and cybersecurity procedures and the chief compliance officer's annual review plan, so the firm is ready to operate on the day registration is effective.

5

Register the individuals

Each investment adviser representative files a Form U4, passes the Series 65 or Series 66 or relies on an accepted designation, and is registered in each state where that is required.

6

Filing and decision

The SEC must grant registration or begin proceedings within 45 days. State regulators review under their own procedures and may ask for further documents, such as financial statements. SEC-registered advisers also make notice filings in the states that require them.

The SEC has 45 days from filing to grant registration or begin proceedings to deny it. State regulators work to their own procedures. An exempt reporting adviser files within 60 days of first relying on its exemption and does not wait for approval. Preparation, including the brochure, the compliance manual and the representatives' exams, is the part the firm controls.

How long does investment adviser registration take?

Section 203(c) of the Advisers Act gives the SEC 45 days from filing to grant registration or begin proceedings to deny it. Questions on the brochure or eligibility, and the amendments they lead to, can extend the practical timeline.

State regulators follow their own procedures and may ask for further documents such as financial statements, a business continuity plan or evidence of exams. Exempt reporting advisers file within 60 days of first relying on an exemption and need no approval.

The firm controls the preparation: an accurate assets calculation, a brochure written from the business, a compliance manual ready to use and representatives qualified in time.

Why applications fail, and how we prevent it

Assets calculated on the wrong basis

Using net assets, leaving out proprietary accounts, non-US clients or uncalled commitments, or counting accounts that do not receive continuous and regular management, puts the firm on the wrong side of the $100 million line. We rebuild the figure from Instruction 5.b of Form ADV.

Registering with the SEC without eligibility

An adviser below $100 million that files with the SEC without a valid exception is prohibited from SEC registration and must move to the states. We document the basis for SEC eligibility in the file.

A generic brochure

Part 2A must describe the firm's own fees, conflicts and practices. Template language that does not match the business draws comments from regulators and creates disclosure risk later. We draft the brochure from the firm's actual arrangements.

Representatives not registered in time

A firm cannot let individuals advise clients in a state until they are registered there. We plan exams, designation waivers and Form U4 filings alongside the firm's application.

Custody not identified

Deducting fees, a standing authority to move client money or acting as general partner of a fund can each amount to custody. We test custody before filing so Form ADV and the controls are right from day one.

Practitioner notes on investment adviser registration

  • - Calculate regulatory assets under management on the Form ADV basis before deciding anything. It sets the regulator and the fee
  • - If assets are near $100 million, plan for the buffer: $110 million forces SEC registration within 90 days of the annual update, and below $90 million forces withdrawal within 180 days of year end
  • - For a non-US manager, compare the foreign private adviser exemption, exempt reporting adviser status and direct SEC registration before forming a US entity
  • - Test for custody early. Fee deduction, standing authorities and general partner roles each count
  • - Build the 1 January 2028 FinCEN rule into the compliance plan now, as an exempt reporting adviser is covered too
  • - Keep representatives' exams, designations and continuing education on the same tracker as the firm's filings

How we help

Route and structure

We calculate regulatory assets under management, test every exception and exemption, and choose between SEC, state, exempt reporting adviser and foreign private adviser routes.

Form ADV and compliance programme

We prepare Form ADV, the brochure, Form CRS, the compliance manual and code of ethics, and manage every SEC or state question through to registration.

Annual filings and reviews

We run the annual Form ADV update, brochure delivery, the annual compliance review, Form PF and custody controls once the firm is registered.

We obtain licences and run compliance for financial services firms in 65+ jurisdictions, US first, and investment adviser registration is a core part of our US work. We build each Form ADV from the firm's real assets, clients and fees, so the route is right and the disclosures hold up in examination. We answer every enquiry the same business day with a written proposal, and our professional fees are a fixed fee set out in that proposal.

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Frequently asked questions

It depends mainly on regulatory assets under management. From $100 million you may register with the SEC and from $110 million you must. Below $100 million you generally register with your home state, unless an exception applies, such as a New York principal office for a mid-sized adviser, advising a registered fund or needing to register in 15 or more states.

Count securities portfolios that receive continuous and regular supervisory or management services, at gross value without deducting debt. Include family, proprietary and non-paying accounts and non-US clients. For private funds, count all fund assets plus uncalled capital commitments. Instruction 5.b of Form ADV Part 1A sets the rules.

The SEC has 45 days from filing to grant registration or begin proceedings to deny it. Questions on the brochure or eligibility, and the amendments they lead to, can extend the practical timeline. State timelines depend on each state's procedure.

The SEC filing fee is $40, $150 or $225 depending on assets, payable on first filing and each annual update. Exempt reporting advisers pay $150. States charge their own registration and notice filing fees, and representatives pay exam fees such as $187 for the Series 65.

The firm itself does not sit an exam, but individuals who advise clients normally register with the states as investment adviser representatives and pass the Series 65, or the Series 66 with the Series 7. Most states accept the CFP, ChFC or MSFS, CFA, PFS or CIMA designation in place of the Series 65.

An adviser relying on the private fund adviser exemption (less than $150 million of private fund assets managed in the US) or the venture capital fund adviser exemption. It files a shortened Form ADV within 60 days of relying on the exemption, updates it annually and pays $150 per filing, but does not register.

Within 90 days of the end of the adviser's financial year. For a 31 December 2026 year end, the deadline is 31 March 2027. Advisers with material brochure changes then deliver the brochure or a summary of changes to clients within 120 days of year end, which is 30 April 2027.

Yes, if it is registered or required to be registered with the SEC. Rule 206(4)-7 requires written compliance policies, a review at least once a year and a chief compliance officer who is a supervised person of the firm. States apply similar requirements to state-registered advisers.

From 1 January 2028. FinCEN's final rule of 31 December 2025 postponed the original 1 January 2026 date. It covers SEC-registered advisers and exempt reporting advisers, and Treasury has said it will review the rule's scope before it takes effect.

SEC-registered advisers with at least $150 million of private fund assets. Most file annually within 120 days of year end, and large hedge fund advisers file quarterly. The 2024 amendments now apply from 1 July 2027, and an April 2026 proposal would raise the filing threshold to $1 billion.

Yes. An adviser whose principal office and place of business is outside the United States may register with the SEC whatever its size. It may instead qualify as a foreign private adviser or file as an exempt reporting adviser if it advises only private funds.

Primary sources

The requirements, fees and timeframes on this page are taken from the following primary regulatory and legislative sources. Rules change, and firms should confirm the current position before relying on any figure.

Last reviewed by the Regulatory Counsel team on 20 October 2026.