To file Form ADV, set up an Investment Adviser Registration Depository (IARD) account through FINRA, complete Part 1A online along with the Part 2A brochure, Part 2B supplements, and (if you serve retail investors) Form CRS, pay the filing fee that matches your assets under management, and submit. The SEC then has 45 days to grant registration or open denial proceedings.1Office of the Law Revision Counsel. 15 U.S. Code 80b-3 – Registration of Investment Advisers Fees run from $40 to $225 depending on regulatory assets under management.2U.S. Securities and Exchange Commission. Electronic Filing for Investment Advisers on IARD
Confirm Whether You File With the SEC or a State
Before you touch the form, decide which regulator you file with. The line runs through regulatory assets under management (RAUM), calculated on a gross basis including leveraged amounts.3U.S. Securities and Exchange Commission. Investment Adviser Registration
- $110 million or more in RAUM: SEC registration is required unless an exemption applies.
- $100 million to $110 million: SEC registration is permitted but not required.
- $25 million to $100 million: state registration, though some mid-sized advisers may register with the SEC depending on state law.
- Under $25 million: state registration.
Once you are registered with the SEC, you do not have to switch back to state registration unless your RAUM drops below $90 million, which prevents firms from bouncing between regulators as assets fluctuate.4U.S. Securities and Exchange Commission. Transition of Mid-Sized Investment Advisers From Federal to State Registration
A brand-new firm without $100 million yet in RAUM can still register with the SEC under Rule 203A-2(c) if it reasonably expects to hit that threshold within 120 days of registration becoming effective. If the firm falls short by day 120, it must file Form ADV-W to withdraw and move to state registration.
Advisers who exclusively advise private funds and qualify under Section 203(l) or 203(m) of the Investment Advisers Act file as Exempt Reporting Advisers (ERAs). ERAs complete only selected items in Part 1A rather than the whole form, but the filing itself is mandatory.5eCFR. 17 CFR 275.204-4 – Reporting by Exempt Reporting Advisers6U.S. Securities and Exchange Commission. Exempt Reporting Adviser (ERA)
Set Up Your IARD Account
Form ADV is filed electronically through IARD, which FINRA operates. Getting access is the gating step.7IARD. How to Access IARD
Start by designating a Super Account Administrator (SAA) — the person at your firm who will control user accounts for FINRA-administered applications. Submit the New Organization SAA Entitlement Agreement to FINRA. After processing, the SAA receives login credentials by email: one message with a user ID, another with a password activation link. The SAA can then create accounts for anyone else at the firm who needs filing access.
Watch the clock here. Your firm must submit its initial Form ADV within five months of the SAA agreement being processed. If no filing happens in that window, FINRA deletes the user accounts and you have to resubmit the agreement to start over.7IARD. How to Access IARD
Prepare Each Part of the Form
Form ADV has four parts, each aimed at a different audience. Part 1A goes to regulators, Parts 2A and 2B go to clients, and Part 3 goes to retail investors. Pulling it together means gathering firm ownership records, disciplinary history, fee schedules, biographical details for supervised persons, and descriptions of your strategies and conflicts.
Part 1A: Regulatory Data
Part 1A is a structured questionnaire covering office locations, employees, types of clients, assets under management, compensation arrangements, and advisory activities. It also requires disclosure of legal judgments, regulatory infractions, and arbitration proceedings involving the firm or its advisory affiliates through Disclosure Reporting Pages (DRPs).8Securities and Exchange Commission. Form ADV General Instructions ERAs file only selected items from Part 1A.
Part 2A: The Firm Brochure
Part 2A is a narrative brochure you write yourself. The SEC requires plain English: short sentences, concrete everyday words, active voice, and bullet lists for complex material.9U.S. Securities and Exchange Commission. Appendix C Part 2 of Form ADV The brochure must describe your services, fee schedules, investment strategies, material risks, and conflicts of interest such as revenue-sharing arrangements or affiliations with other financial firms. Upload it to IARD as a text-searchable PDF. A scanned image will trigger a deficiency.
Part 2B: Brochure Supplements
Part 2B gives biographical information about each supervised person who gives investment advice: education, business experience, professional certifications, and any outside business activities that could influence their judgment.8Securities and Exchange Commission. Form ADV General Instructions A client should be able to read a supplement and understand who is managing their money and where potential biases might lie.
Part 3: Form CRS
SEC-registered advisers with retail investors also file Part 3, known as Form CRS. It’s a standardized two-page summary of services, fees, conflicts, disciplinary history, and how to get more information.10U.S. Securities and Exchange Commission. Form CRS Relationship Summary; Amendments to Form ADV Firms dually registered as broker-dealers and advisers that combine everything into one summary get four pages.11Securities and Exchange Commission. Form CRS (Form ADV, Part 3: Instructions to Form CRS)
Submit and Pay Through IARD
With your IARD account active, you complete Part 1A directly in the online interface, upload Parts 2A and 2B as text-searchable PDFs, and upload Form CRS if you serve retail investors. Run the system’s built-in completeness check well before your deadline. It flags missing required fields, and you don’t want to be finding them out on submission day.
Filing fees are based on RAUM and apply to both initial registration and each annual updating amendment:12U.S. Securities and Exchange Commission. Frequently Asked Questions on Form ADV and IARD
- $100 million or more in RAUM: $225
- $25 million to $100 million: $150
- Under $25 million: $40
There is no fee for other-than-annual amendments, Form ADV-W, or Form ADV-E. IARD fees are separate from state notice filing fees, which vary by state and can add up if you’re registered in multiple jurisdictions. Fees are drawn from your firm’s IARD Flex-Funding Account, so make sure the balance covers both the IARD fee and any state fees before you submit. If the account is short, the system won’t let you finalize.
If You Can’t File Electronically
The SEC and most states allow a hardship exemption on Form ADV-H:13IARD. Hardship Exemptions
- Temporary hardship, for something unexpected like a computer failure or power outage, automatically extends the deadline by seven business days once you submit ADV-H. You still have to file electronically after the extension.
- Continuing hardship is available only to small businesses that can show electronic filing would create an undue hardship. The SEC or the relevant state decides whether to grant it.
What Happens After You File
Once your completed Form ADV is in, the SEC has 45 days to grant registration or open proceedings to decide whether to deny it. If denial proceedings begin, they must conclude within 120 days of the original filing date, though the SEC can extend that by another 90 days for good cause.1Office of the Law Revision Counsel. 15 U.S. Code 80b-3 – Registration of Investment Advisers
In practice, most straightforward registrations move faster. What slows things down is a deficiency letter — the SEC telling you something needs to be fixed. The recurring culprits are inconsistencies between Part 1A and Part 2A (different AUM figures or different compensation types), vague conflict-of-interest disclosures, and inaccurate RAUM calculations.
Willfully violating the Investment Advisers Act, including providing advisory services without registering, is a federal criminal offense carrying up to $10,000 in fines, up to five years in prison, or both.14Office of the Law Revision Counsel. 15 U.S. Code 80b-17 – Penalties Intentional misstatements or omissions on the form itself are also criminal violations.15U.S. Securities and Exchange Commission. Form ADV
Keep the Registration Current
Filing is not one-and-done. Every registered adviser and every ERA files an annual updating amendment within 90 days after fiscal year end, updating all responses in Parts 1A, 1B, 2A, and 2B and the corresponding schedules.8Securities and Exchange Commission. Form ADV General Instructions The same IARD fee applies as at initial registration.
Between annual filings, you must file an other-than-annual amendment promptly — within 30 days — whenever material information becomes inaccurate. That includes offering a new service, changing your fee structure, gaining a new affiliate, taking custody of client assets for the first time, or identifying a new conflict of interest.
Clients are entitled to see the updates. SEC Rule 204-3 requires you to deliver the current Part 2A brochure to each client before or at the time you enter into an advisory contract.16eCFR. 17 CFR 275.204-3 – Delivery of Brochures and Brochure Supplements For existing clients, either an updated brochure or a summary of material changes must go out no later than 120 days after fiscal year end. Updates to your disciplinary disclosures (Item 9 of Part 2A) can’t wait for the annual cycle; those go to all clients within 30 days.
Mistakes That Get Filings Bounced Back
The SEC’s examination staff sees the same problems again and again. Knowing them upfront saves rework.
- Inconsistencies between Parts 1A and 2A. AUM in Part 1A must match what your brochure says. Same for compensation types and custody disclosures. Examiners cross-reference these sections.
- Vague conflict-of-interest disclosures. “We may have conflicts” is not enough. The SEC expects specific facts a client can understand and weigh.
- Incorrect RAUM. Calculate on a gross basis: include leverage proceeds and uncalled capital commitments, and do not subtract outstanding debt.
- Non-searchable brochure PDFs. The Part 2A upload must be text-searchable. Scanned images fail.
- Insufficient IARD account balance. If your Flex-Funding Account cannot cover fees for every jurisdiction, the submission won’t finalize.
One item on Part 1A carries more downstream weight than most filers expect: Item 9 asks whether your firm or a related person has custody of client funds or securities. Answering yes triggers additional obligations, including using a qualified custodian, quarterly custodian statements to clients, and an annual surprise examination by an independent public accountant. Advisers to pooled investment vehicles like hedge funds can avoid the surprise examination if fund financial statements are audited annually and distributed to investors within 120 days of the fund’s fiscal year end (180 days for funds of funds). Answer Item 9 knowing what checking the box commits you to.