SEC Investment Advisor Registration Requirements

While there are some exceptions, in general, investment advisors with $100 million or greater in regulatory assets under management (AUM) must register with the SEC as Registered Investment Adviser (RIA). Some of the common exceptions which allow an investment advisor with less than $100 million in AUM to register with the SEC instead of the relevant state(s) include:

  • A “mid-sized” adviser which is either not required to be registered with the state securities authority where the principal office/place of business is located OR are not subject to examination by said state authority
  • An investment adviser with its principal office and place of business in New York will generally register with the SEC if it has $25 million or greater AUM
  • Advisers to investment companies registered under the Investment Company Act of 1940 regardless of AUM
  • Advisers that would be required to be registered in 15 or more states regardless of AUM
  • Internet-only advisers regardless of AUM
  • Advisers with their principal office located outside of the United States
  • Investment advisers which advise a company elected (and not withdrawn from the election) business development company, and which has $25 million or greater AUM
  • Investment advisers which serve as pension consultant for plans with an aggregate of $200 million or greater
  • Related advisers that control/are controlled/under common control with an investment adviser already registered with the SEC and which share a principal office/place of business with the SEC-registered investment adviser
  • Investment advisers which have received an order exempting you from any prohibition to register with the SEC

It should also be noted that new registered investment advisors that believe they will meet the eligibility requirements to be registered with the SEC within the first 120 days from the initial registration approval date, may also file the initial RIA registration with the SEC.