State vs. Federal Registration

What this video covers

• Why an investment adviser with under $25 million in AUM is prohibited from Securities and Exchange Commission (SEC) registration and must register with the state
• The three mandatory SEC triggers for mid-sized advisers ($25M-$100M AUM): principal office in New York, home state with no investment adviser registration law, and advising a registered investment company or business development company
• The one optional SEC path for mid-sized advisers: the multi-state exemption at 15 or more state registrations
• Why $100 million is merely eligibility for SEC registration while $110 million is the mandatory hardline cutoff, and how the $90M-$110M buffer zone prevents bouncing between regulators
• The 90-day application window to the SEC and the 180-day Form ADV-W withdrawal window, including why both state and SEC rules apply during the transition overlap
• What federal preemption actually blocks (state registration of the firm) and what it conspicuously leaves in state hands: notice filings, fees, anti-fraud authority, and investment adviser representatives (IARs) with a place of business in the state
• The institutional-investor exception to notice filing requirements and why a $10 million ETF adviser still registers with the SEC