Form ADV filing instructions come down to three parts, one electronic system, and a short list of deadlines. Every investment adviser in the United States files Form ADV before taking on clients, and every registered adviser keeps filing it: an annual updating amendment within 90 days after fiscal year-end, prompt amendments when key information changes, and Form ADV-W when the firm exits. All of it moves through the Investment Adviser Registration Depository (IARD).
Decide Whether You File With the SEC or a State
The threshold is assets under management. Firms at $100 million or more in AUM generally register with the SEC; firms below that generally register with their state securities regulator.1eCFR. 17 CFR 275.203A-1 – Eligibility for SEC Registration A buffer keeps firms from bouncing between regulators: SEC registration isn’t required until $110 million, and a registered firm doesn’t have to withdraw until it drops below $90 million.
If you advise only private funds such as venture capital, private equity, or hedge funds, you may qualify as an exempt reporting adviser (ERA). ERAs complete only Items 1, 2, 3, 6, 7, 10, and 11 of Part 1A plus certain schedules, and skip Part 2A, Part 2B, and Form CRS entirely.2U.S. Securities and Exchange Commission. Form ADV General Instructions Their investors generally must be accredited investors or qualified purchasers.3Investor.gov. Exempt Reporting Adviser
What Goes Into Each Part
Part 1A: Firm Data
Part 1A is the checkbox-and-data section. You file it electronically through IARD along with your brochures and Form CRS.4eCFR. 17 CFR 275.203-1 – Application for Investment Adviser Registration It captures your client types, employee count, how you calculate AUM, and whether you have custody of client funds.
Ownership disclosure is one of the sections most often filed incorrectly. Schedule A lists every direct owner of 5% or more of your voting securities plus all executive officers. Schedule B captures indirect owners at the same threshold. Anyone at 25% or more is presumed a control person.5IARD. Schedule A – Direct Owners and Executive Officers Pull the corporate bylaws, partnership agreements, and current cap table before you open the form.
Item 11 and its Disclosure Reporting Pages cover disciplinary history: criminal charges, regulatory actions, civil litigation, and related proceedings involving the firm or its advisory affiliates. SEC registrants may limit these disclosures to the ten years following each event. State-registered advisers get a narrower version of that allowance and can only apply the ten-year cutoff to certain specific items within Item 11.6U.S. Securities and Exchange Commission. Form ADV Part 1A
Part 2A and 2B: The Brochures
Part 2A is the firm brochure. It must be written in plain-English narrative form covering your advisory services, investment strategies, and conflicts of interest. Fee disclosure is central: state clearly whether you charge a percentage of assets, hourly rates, flat fees, or performance-based fees, and show how those add up. If your firm has soft dollar arrangements (research or services received in exchange for routing client trades), Item 12 requires you to describe them and the conflicts they create.7U.S. Securities and Exchange Commission. Form ADV Part 2 Any third-party compensation for recommending specific products belongs in the brochure as well.
Delivery matters as much as content. You must give the current brochure to every client at or before the time you enter into the advisory agreement. For existing clients, you have 120 days after your fiscal year-end to either deliver the updated brochure or send a summary of material changes with an offer to provide the full document on request.8eCFR. 17 CFR Part 275 – Rules and Regulations, Investment Advisers Act
Part 2B is the brochure supplement for the individuals who give advice or exercise discretion over accounts. For each of them, disclose education, business experience, and professional designations. Disciplinary events within ten years are presumed material; older events must still be disclosed if they remain serious enough that a reasonable client would want to know.7U.S. Securities and Exchange Commission. Form ADV Part 2
Part 3: Form CRS
If you serve retail investors, you also file Form CRS, a short relationship summary in a standardized question-and-answer format that covers services, fees, and the applicable standard of conduct.9U.S. Securities and Exchange Commission. Form CRS Deliver it before or at the earliest of entering an advisory agreement, recommending an account type, or placing an order for the retail investor. If your firm has no retail investors, you don’t prepare or file Form CRS.10eCFR. 17 CFR 275.204-5 – Delivery of Form CRS
Filing Through IARD
Every Form ADV filing goes through IARD, the electronic system operated by FINRA. Before you can file, you need an IARD account, which means designating a Super Account Administrator through FINRA’s entitlement program.11FINRA. Entitlement Program Once the account is active, you enter Part 1A data directly into the system’s screens and upload your brochures. Validation checks catch missing fields before submission.
FINRA charges filing fees by AUM. For SEC-registered advisers:
- Less than $25 million AUM: $40 initial and $40 annual update
- $25 million to $100 million AUM: $150 initial and $150 annual update
- $100 million or more AUM: $225 initial and $225 annual update
Fees clear through your IARD account by electronic fund transfer or a pre-funded deposit balance.12U.S. Securities and Exchange Commission. Electronic Filing for Investment Advisers on IARD – IARD Filing Fees Most states also charge notice filing fees for SEC-registered advisers doing business in their jurisdiction, and individual Investment Adviser Representatives typically face separate state-level registration fees. Keep the account funded before deadlines so a low balance doesn’t hold up processing.
Amendment Deadlines
The Annual Updating Amendment
Every registered adviser files an annual updating amendment within 90 days after fiscal year-end. It refreshes AUM, client counts, ownership, and the narrative brochures.13eCFR. 17 CFR 275.204-1 – Amendments to Form ADV Missing it can trigger administrative fines or, in serious cases, revocation.
Other-Than-Annual Amendments
Between annual filings, certain changes require a prompt amendment. The SEC doesn’t set a specific day count for “promptly,” so regulators evaluate timeliness case by case. There are two tiers. For items like the firm’s name, contact information, control persons, or disciplinary events, any inaccuracy at all triggers the requirement. For items like advisory activities, custody arrangements, or financial condition, the amendment is required only when the existing information becomes materially inaccurate.2U.S. Securities and Exchange Commission. Form ADV General Instructions Part 2B supplements must also be amended promptly when any information in them becomes materially inaccurate.
Successor Registration
Reorganizations, mergers, and acquisitions can require a successor filing. If the successor is a new, previously unregistered entity taking over substantially all assets and liabilities of a registered adviser, it files a new Form ADV application. If the change is a reorganization with no practical change in control, the successor files an amended Form ADV instead. Either filing is due within 30 days of the change. Missing that window means starting registration from scratch.
Withdrawing With Form ADV-W
An adviser that stops doing business, or switches between SEC and state registration, files Form ADV-W. A partial withdrawal removes registration from some jurisdictions while keeping others active, which is common when AUM crosses the SEC threshold in either direction. A full withdrawal ends registration everywhere.14U.S. Securities and Exchange Commission. Form ADV-W Instructions There is no single hard federal deadline after you stop conducting business, but the withdrawal date on the form must be on or before the date you file it. Between November 1 and December 31, you can post-date the form to December 31 for a year-end transition.
Records You Must Keep After Filing
Filing isn’t the end of compliance. Rule 204-2 under the Investment Advisers Act requires registered advisers to maintain records that support what they report on Form ADV. That includes journals, general ledgers, trade memoranda for every securities order, financial records like bank statements and trial balances, and copies of all written communications about advice given, securities transactions, or account performance.15eCFR. 17 CFR 275.204-2 – Books and Records to Be Maintained by Investment Advisers
You must also keep copies of all advertisements, your code of ethics and any prior versions from the past five years, records of code violations and actions taken, and documentation of any discretionary authority clients have granted. Most records must be preserved at least five years from the end of the fiscal year of the last entry, with the first two years in an easily accessible location at the adviser’s office.15eCFR. 17 CFR 275.204-2 – Books and Records to Be Maintained by Investment Advisers SEC examiners ask for these records first, and a well-organized file room is what keeps a routine exam from turning into an enforcement inquiry.
What the Public Sees
Once your filing is accepted, it is public. Anyone can search by firm name, individual name, or CRD number through the Investment Adviser Public Disclosure database at adviserinfo.sec.gov and view both the current Form ADV and historical filings, including disciplinary disclosures.16IAPD. Investment Adviser Public Disclosure Assume every client and prospect is one search away from your full record, and file accordingly.