State vs. Federal Registration

What this video covers

• Why an investment adviser with less than $25 million in assets under management (AUM) is prohibited from SEC registration and must register with the state(s)
• How mid-sized advisers between $25 million and $100 million can elect SEC registration through the multi-state exemption (15+ states) or by advising a registered investment company
• Why the mandatory SEC registration threshold is $110 million, not $100 million, and why an existing SEC-registered adviser does not switch back to state registration until AUM drops below $90 million
• What federal preemption actually blocks (state registration, licensing, and qualification requirements) versus what it leaves untouched (notice filings, fees, antifraud enforcement, and IAR registration)
• When a federal covered adviser can legally skip notice filings and fees in a state (only clients in that state are institutional investors)
• Why the state Administrator can still investigate and prosecute fraud against a federal covered adviser despite being preempted from requiring state IA registration
• How to spot the exam's favorite trap: fake buffer zones like $95 million-$105 million instead of the correct $90 million-$110 million range