Definition
Form ADV
The uniform registration form used by investment advisers to register with the SEC or state regulators. Part 1 contains business information filed with regulators; Part 2A is the narrative disclosure brochure delivered to clients; Part 2B contains brochure supplements for individual advisory personnel. Part 1 must be filed with regulators within 90 days of fiscal year end; If there are material changes, an updated Part 2A (or a summary of material changes with an offer to provide it) must be delivered to clients within 120 days of fiscal year end. Material changes must be filed promptly when information changes.
An investment adviser with a December 31 fiscal year end must file its annual Form ADV update by March 31. New clients must receive Part 2A (firm brochure) at or before signing the advisory contract (a state-registered adviser must deliver it, with the required Part 2B supplements, at least 48 hours before signing, or at signing if the client may terminate without penalty within five business days); an SEC-registered adviser delivers each Part 2B supplement before or when that person begins to provide advisory services.
Students often confuse the NASAA model rule's 48-hour rule for state-registered advisers (delivering Part 2A less than 48 hours before signing, or at signing, triggers a 5-business-day right to terminate without penalty; SEC Rule 204-3 has no such provision) with the requirement to deliver at or before signing. Also commonly confused: filing amendments with regulators (30 days for material changes) versus delivering updated brochures (or a summary of material changes) to existing clients (annually, when there are material changes).
How is Form ADV tested on the exam?
- Understanding the three parts of Form ADV (Part 1, 2A, 2B)
- Knowing delivery requirements for Part 2A (brochure)
- Understanding annual update requirements (within 90 days of fiscal year end)
- Recognizing material changes must be filed promptly
- Understanding clients must receive an updated brochure or summary annually when there are material changes
Regulatory limits
Regulatory Limits
| Description | Limit | Notes |
|---|---|---|
| Part 2A delivery deadline (new clients) | At or before contract signing | NASAA model rule: at least 48 hours before signing, or at signing if the client may terminate without penalty within five business days |
| Annual ADV filing deadline (Part 1 to regulators) | Within 90 days of fiscal year end | File Part 1 with regulators; if there are material changes, deliver Part 2A or a summary of material changes to clients within 120 days |
| Annual brochure delivery (Part 2A to clients) | Within 120 days of fiscal year end, if there are material changes | Either full brochure or summary of material changes |
| Material change amendment | Promptly | The NASAA model rule treats an amendment filed within 30 days of the event as prompt |
| Brochure delivery to existing clients | Annually, if there are material changes | Either full brochure or summary of material changes |
Form ADV Parts: Part 1 = Business info. Part 2A = Brochure (to clients). Part 2B = Individuals. "1-Biz, 2A-Brochure, 2B-Bio"
Practice questions
Test your understanding with the questions below. Pick an answer to reveal the explanation.
Jennifer, a recently retired teacher, is meeting with an investment adviser on Monday, October 2nd to discuss portfolio management services. The adviser plans to have Jennifer sign the advisory contract during this initial meeting. When must the adviser deliver Form ADV Part 2A to Jennifer to comply with the brochure rule?
B is correct. The brochure rule requires investment advisers to deliver Form ADV Part 2A (the firm brochure) to prospective clients at or before the time the advisory contract is signed. Under the NASAA model brochure rule, delivery must come at least 48 hours before signing, or at signing if the client may terminate the contract without penalty within five business days. Since the adviser plans to sign the contract at the October 2nd meeting, Part 2A must be delivered at or before that meeting.
A is incorrect because delivery must occur at or before contract signing, not after. C is incorrect because the 48-hour period is measured before signing (delivery at least 48 hours ahead avoids the five-business-day termination right), not after. D is incorrect because the 90-day deadline applies to annual updates, not initial delivery to new clients.
The Series 65 exam frequently tests brochure delivery timing requirements in client scenario questions. Understanding the distinction between delivery at least 48 hours before signing and delivery at signing (which triggers the five-business-day termination right) is critical for regulatory compliance questions.
What is the deadline for investment advisers to file their annual Form ADV update with the SEC or state regulators?
C is correct. Investment advisers must file their annual updating amendment to Form ADV within 90 days of the end of their fiscal year. This requirement applies to Part 1 (business information) and Part 2A (the brochure; SEC-registered advisers do not file Part 2B supplements with the Commission), ensuring that regulatory authorities and clients have current information about the firm.
A is incorrect because 30 days is the timeframe for filing amendments for material changes that occur during the year, not the annual update deadline. B is incorrect because 48 hours relates to the brochure delivery timing before contract signing, not the annual filing deadline. D is incorrect because the deadline is 90 days, not 120 days.
The Series 65 exam regularly tests knowledge of specific regulatory deadlines for Form ADV filing and delivery. The 90-day annual update requirement is a high-frequency exam topic because it's a fundamental compliance obligation for all registered investment advisers.
Brightpath Advisers has a fiscal year end of December 31, 2025. The firm experiences a material change to its ownership structure on February 15, 2026. By what date must Brightpath file its annual Form ADV update, and by what date must it file an amendment for the material change?
A is correct. Calculate the deadlines:
Annual Update: 90 days from December 31, 2025 = March 31, 2026 (Dec 31 + 90 days)
Material Change: 30 days from February 15, 2026 = March 17, 2026 (Feb 15 + 30 days)
Investment advisers must file their annual updating amendment within 90 days of their fiscal year end. Separately, material changes must be filed promptly, typically interpreted as within 30 days of the change.
B is incorrect because it shows 2 days for the material change deadline instead of 30 days. C is incorrect because it uses 60 days for the annual update instead of 90 days. D is incorrect because it uses 120 days for the annual update instead of 90 days.
The Series 65 exam tests your ability to apply regulatory deadlines to real-world scenarios. Understanding both annual filing requirements (90 days) and material change amendments (30 days) is essential because advisers must manage multiple compliance timelines simultaneously.
All of the following statements about Form ADV are accurate except
C is correct (the exception). Form ADV Part 2B (the brochure supplement) must be delivered to clients for each covered supervised person (for an SEC-registered adviser, before or at the time that person begins to provide advisory services), not only upon client request. Clients are entitled to receive Part 2B automatically for each supervised person who formulates investment advice for them and has direct client contact, or who makes discretionary investment decisions for them.
A is accurate: Part 1 contains detailed business information including assets under management, fee schedules, disciplinary history, and other regulatory disclosures. B is accurate: Part 2A is the firm brochure that must be delivered to clients and contains narrative disclosures about the adviser's business practices, fees, conflicts of interest, and disciplinary information. D is accurate: All SEC-registered and most state-registered advisers file Form ADV electronically through the IARD system.
The Series 65 exam tests your ability to distinguish between the different parts of Form ADV and their respective delivery requirements. Understanding that Part 2B is required (not optional) is critical for brochure rule compliance questions.
Horizon Investment Advisers filed its most recent annual Form ADV update on March 15, 2026, for its fiscal year ending December 31, 2025. On July 20, 2026, the firm hires a new Chief Compliance Officer and changes its fee structure for new clients. Which of the following actions are required?
1. File an amendment to Form ADV Part 1 within 30 days of the material changes
2. Deliver updated Form ADV Part 2A to all existing clients within 30 days
3. Deliver the updated brochure or a summary of material changes to existing clients within 120 days
4. File the next annual update no later than March 31, 2027
C is correct. Statements 1, 3, and 4 are accurate.
Statement 1 is true: Material changes to the advisory business (such as new CCO and fee structure changes) require the adviser to file an amendment to Form ADV Part 1 (and Part 2A if applicable) promptly, generally within 30 days.
Statement 2 is false: While the adviser must file amendments for material changes, there is no requirement to deliver updated Part 2A to existing clients within 30 days of interim changes. Instead, the updated brochure or a summary of material changes must be delivered annually within 120 days of fiscal year end.
Statement 3 is true: Existing clients must receive either an updated brochure or a summary of material changes within 120 days of the adviser's fiscal year end, as required by SEC Rule 204-3(b).
Statement 4 is true: Since the firm's fiscal year ends December 31, 2025, the next annual update for the fiscal year ending December 31, 2026, must be filed within 90 days, which is March 31, 2027.
The Series 65 exam tests multi-layered Form ADV compliance requirements, particularly distinguishing between filing amendments with regulators (required within 30 days for material changes) and delivering updated brochures to existing clients (required annually when there are material changes). Understanding these distinct timelines is essential for regulatory compliance questions.
What concepts relate to Form ADV?
This term is part of this cluster :
Where does Form ADV appear on the Series 65 exam?
This term is tested in the following Series 65 exam topics: