So, you’re thinking about registering as an investment advisor? Smart move to seek out the regulatory details upfront. Operating in the financial realm comes with obligations and oversight. As an RIA (registered investment advisor), you’ll need to follow certain standards and practices set out by the SEC.
I know, reading through dense government documents likely sounds about as fun as getting a root canal. But doing so now saves major headaches down the road. In this post, I’ll summarize the key SEC compliance rules for RIAs in plain English so you know what you’re signing up for.
Determining If SEC Registration is Required
Not all advisors need to register with the SEC. Advisor firms below a certain size can remain state-registered. Other types of advisors, like private fund managers, may claim an exemption.
So when does SEC registration become required? Here are some key thresholds that trigger oversight at the federal level:
Assets Under Management
The main test is whether an advisor manages $100 million or more in client assets. Advisors who cross this line must register with the SEC. Firms that fall below it may choose state registration.
What about advisors right around the $100 million mark? They cannot toggle back and forth. To prevent this, SEC rules set a $110 million buffer zone. Once an advisor reaches $110 million in assets for three months, SEC registration becomes mandatory.
Nature of Advisory Business
Another path into SEC oversight is the type of advice being offered. For example, any advisor providing services to a registered investment company must register with the SEC. The same goes for advisors to a business development company.
There are some exceptions. Private fund managers can claim an exemption under the Private Fund Adviser exemption. They need not register if they only advise funds rather than individual clients.
Navigating the SEC Registration Process
Actually, registering with the SEC is a detailed process with ongoing obligations. The first step is completing Form ADV, the main disclosure document for SEC-registered advisors. Think of it like an advisor’s resume that the SEC and public review. It also opens the door to state registrations.
Form ADV has two parts. Part 1 details the advisor’s business, ownership, clients served, offerings, other financial industry affiliations, and disciplinary events. It becomes a searchable record on the SEC’s Investment Adviser Public Disclosure database.
Part 2 outlines the advisor firm’s services, fees, investments, conflicts, disciplinary information, and financial industry affiliations. Clients receive this as a plain English brochure.
After submitting Form ADV, an advisor must update it at least annually. Material changes like new disciplinary events or a change in management require prompt updates.
Dual SEC and State Registration
Many SEC-registered advisors must also register in the states where they operate. They submit Form ADV information to both regulators.
The Investment Adviser Registration Depository (IARD) facilitates this dual reporting. Advisors file Form ADV online via the IARD. From there, the system transmits the information to the SEC and states.
Charting the Course with Care
Registering begins the advisor’s journey. Maintaining registration requires ongoing compliance with SEC conduct rules. These rules set baseline standards all SEC-registered advisors must meet.
Embracing a Fiduciary Duty
SEC-registered advisors owe clients a fiduciary duty. This means putting a client’s interests ahead of their own. The advisor must avoid conflicts of interest or disclose them fully.
Implementing Compliance Best Practices
SEC rules require advisors to adopt written policies and procedures that control their operations. These compliance programs must address portfolio management processes, trading practices, disclosure, and more. Advisors must also maintain a code of ethics outlining conduct expectations.
Advertising and Marketing with Integrity
The SEC regulates how advisors can advertise and market services. General solicitation and testimonials are prohibited. Advisors must verify the accuracy of advertised performance figures. Their marketing materials must be pre-approved through an internal review process.
Safeguarding Assets
Registered advisors who have custody of client assets must take precautions. This includes proper asset segregation and a requirement to have client accounts independently verified through an annual surprise exam.
Account Statement Delivery
If the advisor directly deducts fees from a client account, they must ensure the client receives quarterly account statements. These enable clients to monitor their accounts readily.
Staying the Course in an SEC Exam
Part of the SEC’s oversight includes periodic examinations. SEC staff review books, records, accounts, and more. They assess policies, procedures, disclosures, fees, conflicts, and investment recommendations.
Common shortcomings found in exams include weak compliance programs, insufficient policies and procedures documentation, inadequate disclosure around fees and conflicts, and unsupervised staff.
When deficiencies emerge, the SEC seeks remediation through compliance consultations. More serious violations may lead to disciplinary actions or financial penalties.
Connect with Investment Adviser Compliance Lawyers
Staying current on SEC regulations is crucial for investment advisors like us. We recommend speaking with an experienced RIA lawyer if you have questions about SEC rules or need support maintaining compliance.
Do not hesitate to visit My RIA Lawyer at https://www.myrialawyer.com/contact-us/.
They can help advisors understand their responsibilities. Investors are counting on us to operate ethically and transparently within the rules.
