What Is SEC Form ADV? Contents, Filing, and Updates

SEC Form ADV is the registration application that investment advisers must file before they can legally manage money in the United States. Required under the Investment Advisers Act of 1940, the form collects detailed information about an advisory firm’s ownership, business practices, fees, disciplinary history, and potential conflicts of interest. The SEC uses it both to decide whether to grant registration and as an ongoing supervisory tool, and portions of the filing double as a disclosure document that clients and prospective clients can read before hiring an adviser.

Who Has to File

The Investment Advisers Act defines an investment adviser broadly: anyone in the business of giving advice about securities for compensation. That sweeps in a lot of people, so the Act carves out exclusions. Banks, publishers of general-circulation financial publications, lawyers and accountants whose investment advice is incidental to their main practice, and advisers who work exclusively with insurance companies fall outside the definition and do not need to register.

Even firms that meet the definition may qualify for an exemption. Advisers to venture capital funds and advisers who manage private funds with less than $150 million in U.S. assets are not required to register with the SEC, though they must file a limited version of Form ADV as exempt reporting advisers.¹ Everyone else who fits the definition and lacks an exclusion or exemption must register, either with the SEC or with a state securities regulator.

SEC Registration or State Registration

Whether you file with the SEC or a state regulator depends almost entirely on how much money your firm manages. Federal law prohibits most advisers from registering with the SEC unless they meet minimum asset thresholds, and it equally prohibits large firms from staying at the state level.

Under $25 million in assets under management: you register with your state securities authority. The SEC will not accept your application.
$25 million to $100 million: you generally remain state-registered. The Dodd-Frank Act added this prohibition to keep mid-sized firms under state oversight, unless your home state does not require registration or does not examine advisers.²
$100 million to $110 million: you may register with the SEC but are not yet required to. This buffer keeps firms near the threshold from switching back and forth every time their asset totals fluctuate.³
$110 million or more: SEC registration is mandatory.

The buffer works in both directions. Once you’re SEC-registered, you don’t need to withdraw and switch back to state registration unless your assets drop below $90 million.³

What Form ADV Contains

Form ADV has three parts, each serving a different purpose. Part 1 feeds data to regulators. Part 2 speaks directly to clients. Part 3 gives retail investors a short comparison tool.

Part 1: Regulatory Data

Part 1 is a structured, fill-in-the-blank questionnaire that collects operational details the SEC uses for its regulatory and examination programs.⁴ It covers identifying information, legal structure, ownership, client demographics, employee counts, business practices, affiliations, and any disciplinary history involving the firm or its personnel.⁵ Regulators use these responses to flag risk factors, prepare for examinations, and decide how to allocate supervisory resources.

Item 9 asks whether the firm has custody of client funds or securities. Answering yes triggers additional oversight, including keeping client assets with a qualified custodian and, in most cases, having the custodian send account statements directly to clients at least quarterly. If the custodian doesn’t do that, the adviser must arrange an annual surprise examination by an independent accountant to verify the assets.⁶

Part 2: The Client Brochure

Part 2A requires the firm to produce a plain-language brochure describing its investment strategies, fee schedules, conflicts of interest, and disciplinary history.⁷ Part 2B adds brochure supplements for individual supervised persons who provide advice to clients, covering their education, business background, and any disciplinary record.

Advisers must deliver the Part 2A brochure to every client or prospective client before or at the time they sign an advisory contract.⁸ If the brochure undergoes material changes, the firm must deliver an updated version or a summary of those changes to existing clients annually, within 120 days of fiscal year-end. Disciplinary changes carry a tighter obligation: the firm must promptly send clients the amended brochure or a statement describing the new disciplinary information whenever that disclosure is updated.

Part 3: Form CRS

Part 3, also called Form CRS, is a short relationship summary required for firms that serve retail investors. It explains in condensed form what services the firm provides, the standard of conduct it follows, and its legal and disciplinary history. If a firm has no retail investors, it doesn’t need to prepare or file a relationship summary.⁹

How to File

All SEC-registered advisers and applicants file Form ADV electronically through the Investment Adviser Registration Depository, an online system administered by FINRA that centralizes regulatory filings for investment advisers.¹⁰

Setting Up IARD Access

Before you can file anything, your firm needs to complete the FINRA Entitlement Program. You designate a Super Account Administrator who will control user access, then submit a New Organization SAA Entitlement Agreement to FINRA. Once approved, FINRA sends login credentials in two separate emails: one with a user ID and another with a password activation link.¹¹ Plan to submit your initial Form ADV within five months of getting your account set up. If no filing activity occurs in that window, FINRA deletes the accounts and you have to start the entitlement process over.

Filing Fees

FINRA charges filing fees based on your firm’s assets under management, drawn from a prepaid account balance in the IARD system:

$100 million or more in AUM: $225 for initial registration and $225 for each annual update
$25 million to $100 million: $150 for initial registration and $150 for each annual update
Less than $25 million: $40 for initial registration and $40 for each annual update

These are the SEC filing fees only.¹² State regulators charge their own notice filing fees on top, and those vary widely by jurisdiction.

Timeline

After you submit a complete Form ADV, the SEC has 45 days to either grant your registration or begin proceedings to deny it. If the form is incomplete, the SEC returns it and a new 45-day clock starts when you resubmit.¹³ If the SEC initiates denial proceedings, it must conclude them within 120 days of the original filing date, though extensions are possible.¹⁴

Exempt Reporting Advisers

If your firm qualifies for the venture capital fund or private fund exemption, you don’t register with the SEC in the traditional sense, but you aren’t off the hook for filings. You must submit a limited version of Form ADV as an exempt reporting adviser. ERAs complete only Items 1, 2, 3, 6, 7, 10, and 11 of Part 1A, along with the corresponding schedules. The Part 2 brochure requirements do not apply.¹⁵ If you also register with a state securities authority, though, you must complete all of Form ADV regardless of your ERA status.

ERA filing fees are $150 for the initial report and $150 for each annual updating amendment,¹⁶ and ERAs file through the same IARD system as registered advisers.

Keeping the Form Current

Registration is not a one-time event. Rule 204-1 requires every registered adviser to file an annual updating amendment to Form ADV within 90 days after the end of the firm’s fiscal year.¹⁷ The annual update captures changes in asset totals, client demographics, personnel, and business practices from the prior year.

Between annual filings, the form’s instructions require prompt amendments to Parts 1A, 1B, 2A, and 2B whenever specific items become inaccurate or materially inaccurate. There’s no hard calendar deadline for most items; “promptly” means as soon as reasonably practicable. Form CRS is the exception. If anything in your relationship summary becomes materially inaccurate, you must amend it within 30 days.¹⁵ Changes in firm ownership, new disciplinary events involving employees, or a shift in your advisory services are the developments that most often trigger interim amendments.

What Happens if You File False or Incomplete Information

The SEC has broad authority to punish advisers who violate the filing requirements or provide false information. Under Section 203(e) of the Investment Advisers Act, the SEC can censure a firm, place limitations on its activities, suspend its registration for up to 12 months, or revoke it entirely. These sanctions apply when, among other grounds, the adviser has willfully made a false or misleading statement of material fact in any registration application or required report, or has omitted a material fact that was required to be stated.¹⁴

Disciplinary action isn’t limited to false filings. The SEC can also act if an adviser or an associated person has been convicted of certain financial crimes, been enjoined by a court from securities-industry activities, or been subject to certain orders from other regulatory bodies. Conviction of any felony within the ten years preceding the filing date is enough to trigger enforcement proceedings. Accuracy on Form ADV is not a compliance checkbox. Inaccuracies that look minor at filing time can become the basis for losing your registration entirely.

Where the Filings Live

Everything an adviser files on Form ADV eventually reaches the public through the Investment Adviser Public Disclosure website, a free, searchable database available around the clock.¹⁰ You can search by firm name or by an adviser’s Central Registration Depository number and pull up the firm’s brochure, relationship summary, and disciplinary record. For anyone considering hiring an adviser, this is one of the more useful due-diligence tools available. The brochure alone will tell you how the firm charges, what strategies it favors, and whether anyone there has been in regulatory trouble.

1
U.S. Securities and Exchange Commission. Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million in Assets Under Management, and Foreign Private Advisers
2
U.S. Securities and Exchange Commission. Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million in Assets Under Management, and Foreign Private Advisers
3
eCFR. 17 CFR 275.203A-1 – Eligibility for SEC Registration; Switching to or From SEC Registration
4
Investor.gov. Form ADV
5
U.S. Securities and Exchange Commission. Form ADV Part 1A
6
U.S. Securities and Exchange Commission. Investment Adviser Custody Rule, Release No. IA-2176
7
U.S. Securities and Exchange Commission. Form ADV Part 2 – Uniform Requirements for the Investment Adviser Brochure and Brochure Supplements
8
eCFR. 17 CFR 275.204-3 – Delivery of Brochures and Brochure Supplements
9
U.S. Securities and Exchange Commission. Form ADV Part 3 – Instructions to Form CRS
10
Investor.gov. Investment Adviser Public Disclosure (IAPD)
11
IARD. How to Access IARD
12
U.S. Securities and Exchange Commission. Electronic Filing for Investment Advisers on IARD – IARD Filing Fees
13
U.S. Securities and Exchange Commission. How To Register as an Investment Adviser
14
Office of the Law Revision Counsel. 15 US Code 80b-3 – Registration of Investment Advisers
15
U.S. Securities and Exchange Commission. Form ADV – General Instructions
16
U.S. Securities and Exchange Commission. Electronic Filing for Investment Advisers on IARD
17
eCFR. 17 CFR 275.204-1 – Amendments to Form ADV