Most investment advisers register with their state, not the SEC. If your firm manages less than $100 million in assets, youâll file Form ADV through the IARD system and register with your home stateâs securities regulator. IARs file Form U4 separately and must pass the Series 65 exam.
Who Registers Where: SEC vs State
The first question every investment adviser must answer: do I register with the SEC or with state regulators?
The $100 million threshold has been in place since 2012. The SEC is currently evaluating whether to raise this threshold to between $150 million and $250 million, which would shift thousands of advisers from federal to state regulation.
The buffer zone prevents advisers from constantly switching between SEC and state registration as AUM fluctuates. Once SEC-registered, you only need to withdraw if AUM drops below $90 million. State-registered advisers only need to switch to SEC when AUM reaches $110 million.
Exceptions to the $100 Million Rule
Several situations allow or require registration different from the standard AUM threshold:
New York Advisers
New York does not register advisers with $25 million to $100 million in AUM. If youâre based in New York with AUM in this range, you must register with the SEC.
Multi-State Operations (15+ States)
If your firm would need to register in 15 or more states, you can elect SEC registration regardless of AUM. This reduces the administrative burden of managing multiple state registrations.
Internet Advisers
Investment advisers that provide advice exclusively through a website or app (robo-advisers) may register with the SEC without meeting the $100 million AUM threshold.
Private Fund Advisers
Advisers to private funds have different rules. Those managing less than $150 million in private fund assets may qualify as Exempt Reporting Advisers (ERAs), filing a limited Form ADV without full registration.
The IARD System: Your Central Filing Hub
The Investment Adviser Registration Depository (IARD) is the electronic filing system for investment advisers and their representatives. Sponsored by NASAA and the SEC, IARD provides a single point for filing registrations and notice filings with all regulators.
How IARD Works
Create Your Account
Request access through FINRAâs Entitlement system. Youâll receive login credentials within a few business days. New firms should consult the IARD Users Manual for detailed instructions.
Fund Your Flex Account
Before you can submit any filings, you must deposit funds to cover registration fees and IARD system fees. Wire transfer or ACH are typical funding methods. Plan for all state fees plus a buffer.
File Form ADV
Complete and submit Form ADV Parts 1 and 2 through the IARD system. Select which states youâre registering in. The system calculates fees automatically based on your selections.
Register IARs
Each investment adviser representative files Form U4 through the CRD system (linked to IARD). IARs must demonstrate exam qualification (Series 65 or equivalent) before approval.
State Review and Approval
Each state reviews your filing and either approves, requests additional information, or denies registration. Review timelines vary from days to weeks depending on the state.
IARD System Fees (2026)
NASAA announced no changes to IARD system fees for 2026:
| Fee Type | Amount | Notes |
|---|---|---|
| IAR Initial Setup | $15 | Per representative |
| IAR Annual Renewal | $15 | Per representative |
| IA Firm Setup | $0 | Fee waived for state-registered firms |
| IA Firm Annual Renewal | $0 | Fee waived for state-registered firms |
These fees are separate from state registration fees, which vary significantly by jurisdiction.
When IARD launched in 2001, IAR system fees were $45. The reduction to $15 reflects NASAAâs ongoing effort to reduce barriers to entry for investment advisory professionals.
State Registration Fees: What to Expect
State registration fees are paid through IARD but vary widely by jurisdiction. Hereâs what youâll encounter:
Fee Ranges by State
Investment Adviser Firm Registration:
- Range: $50 to $500+
- Average: $150-$250 for most states
Investment Adviser Representative (IAR):
- Lowest: $0 (Louisiana, Minnesota)
- Highest: $285 (Texas)
- Typical range: $50-$200
Fees are subject to change. Always verify current fees on the IARD system before filing.
Sample State Fees
| State | IA Firm Fee | IAR Fee | Notes |
|---|---|---|---|
| California | $300 | $50 | DBO (now DFPI) oversight |
| Florida | $200 | $50 | No state income tax state |
| Georgia | $100 | $255 | Higher IAR fee |
| Illinois | $200 | $150 | CE required starting 2026 |
| Montana | $200 | $100 | |
| New York | N/A | $50 | Most advisers register with SEC |
| South Dakota | $200 | $200 | |
| Texas | $300 | $285 | Highest IAR fees |
Multi-State Fee Calculation
If youâre registering in multiple states, costs add up quickly. For example, registering an IA firm with two IARs in five states might cost:
- IARD system fees: $30 (2 IARs x $15)
- Average state IA fees: $1,000 (5 states x $200)
- Average state IAR fees: $1,000 (5 states x 2 IARs x $100)
- Total: $2,030
This is why firms approaching 15-state registration often elect SEC registration for administrative simplicity.
Study Smarter with CertFuel
Start practicing with CertFuel's adaptive learning platform
Access Free BetaForm ADV: The Registration Document
Form ADV is the uniform application for investment adviser registration. Understanding its components is essential for successful registration.
Part 1: Business Information
Part 1 is a check-the-box, fill-in-the-blank form covering:
Identifying Information
Firm name, address, CRD number, fiscal year end, website, and form of organization (LLC, corporation, etc.)
SEC/State Registration
Registration status, AUM, number of clients, and selection of states where youâre registering
Ownership and Control
All owners with 5%+ interest, control persons, and key personnel. Includes background questions about disciplinary history.
Business Operations
Types of advisory services, client types, compensation methods, custody of assets, and affiliations
Part 1B contains additional questions specifically for state-registered advisers, including detailed questions about your stateâs specific requirements.
Part 2: Client Brochure
Part 2 is your client-facing disclosure document, written in plain English:
Part 2A (Firm Brochure):
- Advisory services offered and fees
- Types of clients and account minimums
- Methods of analysis and investment strategies
- Material conflicts of interest
- Disciplinary information
- Code of ethics
Part 2B (Brochure Supplement):
- Background on supervised persons providing advice
- Educational and business history
- Disciplinary information for individuals
- Other business activities
Part 2 must be written in plain English that clients can understand. Avoid technical jargon. If you wouldnât say it in a client meeting, donât write it in your brochure. Regulators review Part 2 for clarity, not just accuracy.
Filing and Update Requirements
| Requirement | Deadline | Notes |
|---|---|---|
| Initial Filing | Before conducting business | Must be approved before advisory activity |
| Annual Update | Within 90 days of fiscal year end | Calendar year firms: March 31 |
| Material Changes | Within 30 days | Employment changes, disciplinary events, etc. |
| Brochure Delivery | At client engagement | Must offer updated brochure annually |
Form U4: Registering Individual IARs
Each person who will provide investment advice must register as an Investment Adviser Representative using Form U4 through the CRD (Central Registration Depository) system.
U4 Requirements
To be approved as an IAR, individuals must:
-
Pass a qualifying exam:
- Series 65 (Uniform Investment Adviser Law Examination), OR
- Series 7 + Series 66 combination, OR
- Hold a qualifying credential (CFP, CFA, ChFC, CIC, or CPA/PFS)
-
Complete background disclosure:
- Employment history (10 years)
- Residential history (5 years)
- Criminal, regulatory, and civil disclosure questions
- Fingerprint submission for background check
-
Pay registration fees:
- State IAR fees for each state
- IARD system fees ($15)
You can file Form U4 before passing the Series 65, but your registration wonât be approved until exam results are reported. Many firms file U4 while candidates are studying, then wait for exam passage to complete registration. If youâre coordinating U4 filing with exam prep, a structured study schedule helps you balance registration paperwork with focused exam preparation to avoid delays.
IAR Registration Timeline
Pass Series 65 Exam
Before filing Form U4, determine your study timeline (most candidates need 4-8 weeks) to plan backward from your desired registration approval date. Results are typically available within 24-48 hours. FINRA automatically updates your CRD record with passing scores.
Firm Files Form U4
Your sponsoring firm (or you, if starting your own RIA) submits Form U4 through CRD selecting appropriate states.
Background Check Processing
Fingerprints are processed and background checks run. This typically takes 1-2 weeks but can be longer for complex histories.
State Review
Each state reviews the U4 and either approves or requests additional information. Simple applications may approve in days; complex ones take weeks.
Registration Approved
Once approved, you can conduct advisory business in that state. Your CRD record shows âApprovedâ status.
Multi-State Registration
If you have clients in multiple states, youâll likely need to register in each state where you conduct business.
When Multi-State Registration Is Required
You generally must register in a state if:
- You have a place of business in that state (office, branch)
- You provide advice to clients who are residents of that state
- You hold yourself out to the public as providing advisory services in that state
De Minimis Exemptions
Some states have de minimis exemptions allowing you to advise a small number of clients without registration:
| Exemption Type | Typical Limit | Notes |
|---|---|---|
| Client count | 5-6 clients | Per 12-month period |
| No place of business | Required | Must not have office in state |
| No holding out | Required | Canât advertise in state |
De minimis exemptions are narrow and temporary. If you expect to do ongoing business in a state, register proactively. Relying on de minimis while actively marketing to a stateâs residents can create compliance problems.
The 15-State SEC Election
If your firm would need to register in 15 or more states, you can elect SEC registration regardless of AUM. This exception exists because:
- Managing 15+ state registrations is administratively burdensome
- Each state has different requirements, fees, and deadlines
- SEC registration provides uniform federal oversight
If youâre approaching 15 states, consider whether SEC registration makes sense. The higher compliance requirements of SEC registration may be offset by the simplicity of single-regulator oversight.
Ongoing Compliance Requirements
Registration is just the beginning. State-registered advisers have ongoing obligations:
Annual Requirements
Form ADV Annual Update
File within 90 days of your fiscal year-end (March 31 for calendar-year firms). Update all changed information in Parts 1 and 2.
Registration Renewal
Pay renewal fees by December 31 each year through IARD. Late renewals may result in registration lapse.
Continuing Education
If your state has adopted IAR CE requirements, complete 12 hours annually (6 Products/Practice + 6 Ethics). See our IAR continuing education guide for state-by-state requirements.
Books and Records
Maintain required records for the periods specified by your state (typically 5 years). Be prepared for periodic examinations.
Material Changes and Amendments
You must file Form ADV amendments within 30 days of material changes:
- Changes in ownership or control
- Changes in services offered
- New disciplinary events
- Significant changes in fee structure
- Changes in custody arrangements
Some states require additional notifications (e.g., change in supervised persons, branch office additions).
Common Registration Mistakes to Avoid
Operating Before Approval
Never conduct advisory business before registration is approved. This is a serious violation that can result in fines, disgorgement, and bars from future registration.
Incomplete Disclosure
Disclose everything required on Forms ADV and U4. Omitting or minimizing disciplinary history is worse than the underlying issue. Regulators expect honesty.
Missing State Registrations
Register in every state where you have clients. De minimis exemptions are narrow. If youâre actively marketing or serving clients in a state, you likely need to register there.
Late Renewals
Mark your calendar for December renewal deadlines. A lapsed registration means you cannot conduct business until reinstated, which may require refiling and paying penalties.
The registration mistakes above have serious consequences, but exam failure creates the longest delays. If you fail the Series 65, you must wait 30 days to retest, pushing your entire registration timeline back 6-8 weeks minimum. Avoid common exam mistakes like underestimating difficulty, poor time management, and skipping practice exams. These cause most preventable failures.
Starting Your Own RIA: Registration Checklist
If youâre starting an independent RIA firm, hereâs your registration roadmap:
Form Your Legal Entity
Establish your LLC, corporation, or other business entity. Youâll need this before filing Form ADV. Consider compliance, liability, and tax implications.
Determine SEC vs State Registration
Calculate your expected AUM. Under $100 million? Youâll register with your state. Review the exceptions (NY advisers, 15+ states, internet advisers) to confirm.
Request IARD Access
Apply for IARD/CRD entitlements through FINRAâs system. Allow several business days for processing.
Fund Your IARD Account
Deposit sufficient funds to cover all state registration fees plus IARD system fees. Include a buffer for potential multi-state expansion.
Prepare Form ADV
Complete Parts 1 and 2 thoroughly. Have your compliance consultant or attorney review before filing. Part 2 requires plain-English client disclosures.
Submit and Wait
File Form ADV through IARD. State review typically takes 2-6 weeks. Respond promptly to any deficiency letters or information requests.
Register IARs
Once the firm is approved, file Form U4 for each IAR. Ensure all IARs have passed required exams before attempting to complete registration.
For a complete guide to starting your own firm, see our how to start an RIA guide.
Under $100M AUM = state registration: most new advisers register with their home state, not the SEC
IARD is your central filing hub: Form ADV (firm) and Form U4 (IARs) are filed through this FINRA-operated system
State fees vary widely: from $0 to $285 per IAR, with most states charging $100-$200
Multi-state registration: required wherever you have clients; consider SEC registration if approaching 15 states
Form ADV annual updates: due within 90 days of fiscal year-end (March 31 for most firms)
Donât operate before approval: conducting business without proper registration is a serious violation