How to register as an RIA

You register as an investment adviser by filing Form ADV electronically through the IARD system, either with the SEC or with your home state's securities regulator. Which one depends mainly on regulatory assets under management: most advisers below $100 million register with their state, and an adviser at $110 million or more must register with the SEC. Once an SEC application is filed, the Commission has 45 days to grant registration or begin proceedings to deny it.

The steps below follow the order most new firms work through them: decide whether you need to register, decide where, build the compliance program, prepare Form ADV, register the people, and file.

Step 1: Confirm that you need to register

Section 202(a)(11) of the Investment Advisers Act defines an investment adviser as anyone who, for compensation, is in the business of advising others about the value of securities or the advisability of buying or selling them, or who regularly issues analyses or reports about securities. The definition excludes, among others, banks, lawyers and accountants whose advice is solely incidental to their profession, broker-dealers whose advice is solely incidental and who receive no special compensation, bona fide publishers, and family offices as defined in Rule 202(a)(11)(G)-1.

Section 203(a) makes it unlawful for an adviser to use the mails or interstate commerce in its advisory business unless it is registered, subject to the exemptions in Section 203(b) and the allocation between the SEC and the states in Section 203A.

Exemptions from SEC registration

• Venture capital fund advisers (Section 203(l) and Rule 203(l)-1).
• Private fund advisers that advise only private funds and have less than $150 million of assets under management in the United States (Section 203(m) and Rule 203(m)-1).
• Foreign private advisers (Section 203(b)(3)).
• Intrastate advisers whose clients are all residents of the state of the adviser's principal office, who do not advise on exchange-listed securities and do not advise any private fund (Section 203(b)(1)).

Venture capital and private fund advisers are exempt reporting advisers. They do not register, but they still file a report on Form ADV within 60 days of relying on the exemption (General Instruction 13 to Form ADV), and they may have state obligations too.

Step 2: SEC or state registration

Section 203A divides advisers between the SEC and the states. Regulatory assets under management (RAUM), calculated under Part 1A Instruction 5.b, is the main test.

A mid-sized adviser registers with the SEC instead if its home state does not require it to register, or would not examine it. The SEC's mid-sized adviser FAQ names New York as the only state that does not examine mid-sized advisers. That page was last updated in 2017, so check the current list, which Part 1A Instruction 2.b points to, before relying on it.

Other routes to SEC registration

Rule 203A-2 and Item 2.A of Part 1A allow SEC registration below the asset thresholds for:

• advisers to a registered investment company, and advisers with at least $25 million of RAUM advising a business development company
• pension consultants advising plans with an aggregate value of at least $200 million (Rule 203A-2(a))
• advisers controlling, controlled by or under common control with an SEC-registered adviser, with the same principal office (Rule 203A-2(b))
• new advisers expecting to be eligible within 120 days, which must withdraw if they are not eligible on the 120th day (Rule 203A-2(c))
• multi-state advisers that would otherwise have to register in 15 or more states (Rule 203A-2(d))
• internet advisers (Rule 203A-2(e)), whose exemption was amended in March 2024 by Release IA-6578. Since the March 31, 2025 compliance date, the adviser must provide advice to all of its clients exclusively through an operational interactive website, and the old allowance for a small number of non-internet clients is gone.
• advisers whose principal office is outside the United States.

Step 3: Build the compliance program before you file

An SEC-registered adviser has to meet the Advisers Act rules from the day registration becomes effective, and the Division of Examinations says it prioritizes examinations of newly registered advisers (its Fiscal Year 2026 examination priorities). Its March 27, 2023 Risk Alert on newly registered advisers found off-the-shelf compliance manuals not tailored to the firm, CCOs with too little time for compliance, and disclosures that did not match practice.

Have these in place before you file:

1. Written compliance policies and procedures reasonably designed to prevent violations, and a designated chief compliance officer (Rule 206(4)-7). See the CCO guide.
2. A code of ethics with personal trading reporting (Rule 204A-1), and written procedures to prevent misuse of material non-public information (Section 204A).
3. Books and records systems that meet Rule 204-2, including electronic communications.
4. Privacy and safeguards policies under Regulation S-P, including the 2024 incident response requirements. See the Reg S-P checklist.
5. Marketing review procedures under the Marketing Rule, Rule 206(4)-1.
6. Custody analysis. Decide whether fee deduction, standing letters of authorization or any other arrangement gives you custody under Rule 206(4)-2, and answer Item 9 of Part 1A accordingly.
7. A business continuity and succession plan. The Compliance Rule adopting release (Release IA-2204) lists business continuity among the areas policies should address.

State-registered advisers are not subject to Rule 206(4)-7 itself, but states impose their own compliance and books and records requirements. Check your state's rules.

Step 4: Prepare Form ADV

Rule 203-1 requires an SEC applicant to file, through IARD:

• Part 1A, the registration form itself: ownership, business, custody, disciplinary history, and the basis for SEC registration in Item 2.A.
• Part 2A, the firm brochure. A new firm answers based on the services and practices it proposes (Part 2A Instruction 14). See the Part 2 guide.
• Part 3, Form CRS, if the firm will have retail investors. The SEC will not accept an initial application without one (Rule 203-1(a)(2)). See the Form CRS guide.

SEC applicants do not file Part 2B brochure supplements, but must prepare them. State applicants also complete Part 1B and file their supplements with the state.

If you require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, Item 18 of Part 2A requires an audited balance sheet in the brochure. For state-registered advisers the threshold is more than $500.

Step 5: Get IARD access and pay the fees

General Instruction 9 describes the setup. Submit the IARD entitlement package to FINRA, which operates IARD. FINRA assigns the firm a CRD number, user IDs and a financial account from which filing fees and state fees are deducted. Fund the account before you file. An application is not treated as filed until the fee is paid (Rule 203-1(c)). The IARD fee schedule is published on sec.gov/iard, and state fees are set by each state.

Step 6: Register the people

Investment adviser representatives. Even for an SEC-registered firm, Section 203A(b)(1)(A) lets a state license, register or qualify an investment adviser representative who has a place of business in that state. Rule 203A-3(a) defines who counts: broadly, a supervised person with more than five clients who are natural persons and more than ten percent of whose clients are natural persons, not counting clients who are qualified clients under Rule 205-3(d)(1).

Representatives register through a Form U4 filed through the CRD system. Under the NASAA model rule that most states follow, a representative must pass the Series 65, or the Series 66 together with the Series 7, unless the exam is waived. Many states waive it for representatives who hold certain current professional designations, such as the CFP or CFA. The rules are set state by state, so check each state where you have a place of business.

Notice filings. An SEC-registered adviser does not register with the states, but many states require a copy of its filings and a fee. You select those states in Item 2.C of Part 1A, and IARD sends the notice filings.

The national de minimis rule. Section 222(d) bars a state from requiring an adviser to register if the adviser has no place of business in the state and has had fewer than six clients resident there in the preceding twelve months.

Step 7: File, and wait for the order

Section 203(c)(2) gives the SEC 45 days from the date the application is filed to grant registration by order or institute proceedings to deny it. The period is longer if the applicant consents. State review timelines vary and are set by each state.

Do not begin advising clients in a way that requires registration until the registration is effective. A state-registered adviser that later grows past the thresholds must apply to the SEC within 90 days of filing the annual amendment that reports it is eligible (Rule 203A-1(b)(1)).

After registration

• Annual updating amendment within 90 days of fiscal year end, and interim amendments when information becomes inaccurate. See the annual amendment guide.
• Brochure and Form CRS delivery to each new client, at or before signing.
• Annual compliance review under Rule 206(4)-7. See the annual review checklist.
• Expect an early examination. The exam resources cover how an SEC examination runs and how to prepare.

Common questions

How long does it take to register as an RIA with the SEC?

The SEC must grant registration or begin proceedings within 45 days of the date the application is filed (Section 203(c)(2)). The work before filing, building the compliance program and preparing Form ADV, usually takes longer than the review.

Do I register with the SEC or the state?

It depends mainly on regulatory assets under management. Below $100 million most advisers register with their home state; from $100 million they may register with the SEC, and from $110 million they must. Several exemptions in Rule 203A-2 allow SEC registration at lower amounts.

Can a new RIA register with the SEC with less than $100 million?

Only if it qualifies under another basis in Item 2.A, for example by reasonably expecting to be eligible within 120 days (Rule 203A-2(c)), by being required to register in 15 or more states (Rule 203A-2(d)), or by advising a registered investment company.

Do I need the Series 65 to start an RIA?

The firm does not take an exam, but its investment adviser representatives generally must pass the Series 65 or the Series 66 with the Series 7, unless their state waives it for a qualifying designation.

Do exempt reporting advisers file Form ADV?

Yes. An adviser relying on the venture capital or private fund adviser exemption files a report on Form ADV within 60 days of relying on the exemption, and updates it annually.

Start with the program

Luna's compliance manual template and code of ethics template are written for new advisers, and the regulatory filings template maps each Form ADV filing to an owner and a deadline. For a single-person firm, the solo adviser guide covers the rest.