SEC Investment Adviser and Broker-Dealer Registration for Fintech, Crypto and Non-US Firms

SEC or state registration for investment advisers

The main test is regulatory assets under management, reported in Item 5.F of Form ADV. An adviser with $100 million or more may register with the SEC, and must register once it reaches $110 million. A registered adviser need not withdraw unless it falls below $90 million. Advisers with $25 million to $100 million generally register with their home state, and those below $25 million generally register with the states.

Form ADV allows an adviser whose principal office and place of business are outside the United States to register with the SEC whatever its size. This is the usual route for a UK or EU manager taking on US clients without forming a US entity.

• - Pension consultants advising plans with at least $200 million of assets may register with the SEC
• - Advisers controlling, controlled by or under common control with an SEC-registered adviser at the same principal office may register with the SEC
• - Advisers that would otherwise need to register in 15 or more states may register with the SEC
• - Internet advisers that advise exclusively through an interactive website may register with the SEC
• - An adviser reasonably expecting to be eligible within 120 days may register with the SEC

The foreign private adviser exemption

A foreign private adviser is exempt from SEC registration altogether. The adviser must have no place of business in the United States, fewer than 15 clients in the United States and investors in the United States in the private funds it advises, and less than $25 million of assets under management attributable to those clients and investors. It must not hold itself out generally to the US public as an investment adviser, and must not advise a registered investment company or business development company.

Participating in a non-public offering of a private fund's securities in the United States does not count as holding out. The exemption suits non-US managers with a small number of US investors. Once the firm crosses any limit, it registers or moves to another exemption.

Exempt reporting advisers

Two exemptions allow an adviser to avoid full registration while still filing parts of Form ADV with the SEC. Advisers relying on them are called exempt reporting advisers. They complete Items 1, 2, 3, 6, 7, 10 and 11 of Form ADV Part 1A, file within 60 days of relying on the exemption, update annually and pay a $150 fee for each filing.

• - Private fund adviser exemption: a US adviser that advises only qualifying private funds with less than $150 million of private fund assets
• - For a non-US adviser, the same exemption applies if it has no US clients other than qualifying private funds and less than $150 million of private fund assets managed at a place of business in the United States
• - Venture capital fund adviser exemption: an adviser that solely advises venture capital funds, as defined in Rule 203(l)-1, with no assets limit

Form ADV, Form CRS and ongoing adviser filings

Registration is made electronically through the Investment Adviser Registration Depository (IARD). The application includes Form ADV Part 1, the Part 2A brochure and, where the adviser will have retail investor clients, Form CRS. The SEC has 45 days to act on an initial registration request and issues an order once registration is effective.

Every adviser files an annual updating amendment within 90 days after its fiscal year end, reaffirming its eligibility for SEC registration and updating its information. The brochure and brochure supplements are delivered to clients. SEC-registered advisers also make notice filings in states where their rules require it.

Broker-dealer registration: Form BD and FINRA membership

A broker is a person engaged in the business of effecting transactions in securities for others. A dealer buys and sells securities for its own account as a business. Both register with the SEC on Form BD, filed through FINRA's Central Registration Depository. The SEC charges no Form BD fee, and must grant registration or start proceedings to deny it within 45 days of a completed application.

Before doing business, a broker-dealer must also join a self-regulatory organisation. Firms doing over-the-counter securities business generally join FINRA by filing a New Member Application (Form NMA) with a business plan, financial statements and projections, written supervisory procedures, compliance policies and details of every owner and principal. Broker-dealers also generally join SIPC and register in each state where they do business.

The FINRA review process

• - FINRA checks that the application is substantially complete. If it is not, the applicant has five days to correct it
• - FINRA completes its preliminary review within 30 days of a substantially complete application
• - The applicant has 60 calendar days to respond in full to the first information request, and 30 days for later requests
• - Every applicant attends a membership interview with FINRA staff
• - FINRA must decide within 180 calendar days: grant, grant with restrictions, or deny
• - After a grant, the applicant has 25 days to sign its membership agreement, which sets out the business it may conduct

Net capital: how much a broker-dealer must hold

Rule 15c3-1 sets the minimum net capital, meaning liquid capital after deductions for illiquid assets and haircuts on securities positions. The minimum depends on what the firm does with customer money and securities. Firms must also keep aggregate indebtedness within 1,500% of net capital, or choose the alternative standard of the greater of $250,000 or 2% of aggregate debit items.

Crypto and tokenisation: the SEC and FINRA position at 19 October 2026

On 17 March 2026 the SEC issued an interpretation of how the federal securities laws apply to crypto assets, joined by the CFTC. It describes five categories: digital commodities, digital collectibles, digital tools, stablecoins and digital securities, and states that most crypto assets are not themselves securities. It also explains how a non-security crypto asset can become subject to an investment contract and when that ends.

For broker-dealers, a Division of Trading and Markets staff statement of 17 December 2025 sets out when a broker-dealer may treat itself as having physical possession of crypto asset securities, including tokenised equity and debt, under the customer protection rule. A staff statement of 13 April 2026 sets conditions under which providers of certain user interfaces for crypto asset securities transactions may operate without broker-dealer registration. On 17 September 2026 the SEC granted temporary conditional exemptive relief for venues trading tokenised listed stocks, for five years from publication.

For advisers, on 1 October 2026 the SEC proposed custody rules for crypto assets held by registered advisers and regulated funds. The proposal is open for comment and is not yet final. The SEC's proposed Regulation Crypto Assets, published on 21 August 2026 with comments due 20 October 2026, concerns offerings by issuers rather than adviser or broker-dealer registration.

FINRA expects a prospective member planning crypto asset activities to describe them in its New Member Application under Rule 1013, and an existing member making a material change into crypto to file a Continuing Membership Application under Rule 1017. FINRA has encouraged members since 2020 to notify it of crypto activity by the firm or its affiliates.

Non-US broker-dealers and Rule 15a-6

A non-US broker-dealer can deal with certain US investors without registering if it keeps within Rule 15a-6. The rule permits limited activities, such as unsolicited transactions and dealings with certain institutional investors through a registered US broker-dealer. A firm that wants to market actively to US investors, or to serve US retail customers, registers a US broker-dealer.