In March of 2016 the state of Wyoming signed into law its Uniform Securities Act. The biggest take away from Wyoming’s Uniform Securities Act is that Wyoming will require investment advisers to register with Wyoming securities regulators if the investment adviser has less than $100 million Assets Under Management (AUM). The new legislation will take effect on July 1, 2017.
October 16, 2013
As 2013 is quickly coming to an end, now is the time for each registered investment adviser to begin preparations for IARD renewals for the investment adviser firm and its investment adviser representatives. Registered investment advisers must make sure that they remain properly registered at all times. If you are an SEC registered investment adviser, you must make sure that your investment adviser is notice filed in all required states. If you are a state registered investment adviser, you must make sure your investment adviser is properly registered in all required states. Generally, registration or notice filing is required at the firm level if an investment adviser has a place of business in the state or if it exceeds the state’s deminimus exemption. However, investment advisers must review each state’s notice filing or registration requirements prior to conducting business in a particular state. Investment adviser representative licensing is always handled at the state level. Investment adviser firms must review and determine that all investment adviser representatives are properly licensed prior to conducting business in a state.
February 10, 2013
When an individual is considering whether to start a registered investment adviser, a primary concern is how much will it cost to set-up an investment adviser firm. The set-up expenses can vary greatly depending upon whether the firm will need to register as an investment adviser with the U.S. Securities Exchange Commission (“SEC”) or with the state securities regulator, the size of the investment adviser, the complexity of the proposed investment adviser’s business model, and the conflict or potential conflict of interest situations that will exist. An individual looking to register as an investment adviser will not only need to take into consideration the cost involved in the actual investment adviser registration process but will also need to consider the cost of getting the appropriate office set-up and systems in place as well as any staffing related costs.
State Registered Investment Advisers Need to be Aware of Newly Released Revisions to Part 1B of Form ADV
December 19, 2012
On October 29, 2012, the North American Securities Administrators Associations (“NASAA”) approved revisions to Part 1B of the Uniform Application for Investment Adviser Registration and Report by Exempt Reporting Advisers (“Form ADV”). Investment advisers registering with one or more state securities regulators are required to complete Form ADV Part 1B. Additionally, state-registered investment advisers making an annual updating amendment or an other-than-annual amendment to an existing registration will be required to use the revised Form ADV Part 1B. According to NASSA, “As the majority of state-registered investment advisers have a December 31, 2012 fiscal year-end, and therefore are required to make their annual updating amendment filings by March 30, 2013, in accordance with the instructions in Form ADV, we expect that the majority of state-registered investment advisers will be filing the revised Form ADV Part 1B in the first quarter of 2013.”
Investment adviser firms and investment adviser representatives must maintain active registrations and/or notice filing statuses with applicable securities regulators. Investment advisers should be aware that renewing registrations and notice filing statuses includes paying all applicable renewal fees by December 13, 2012. Unless properly renewed, all investment adviser firm registration and notice filing statuses and all investment adviser representative registrations will expire on December 31st of each calendar year. Failure to maintain active registration or notice filing status or failing to properly renew registration or notice filing may be detrimental to an investment adviser. Investment adviser firms and investment adviser representatives that have not properly renewed their registrations or notice filing status with the appropriate securities regulators may become ineligible to conduct advisory business effective January 1, 2013. Additionally, certain securities regulators may assess fines against those investment advisers or investment adviser representatives that fail to properly renew.
SEC Announced Plans to Cancel Registration for Approximately 300 Investment Advisers Due to Failure to File Form ADV Amendments Related to Switch
October 24, 2012
On October 19, 2012, the U.S. Securities and Exchange Commission (“SEC”) issued a release indicating that the SEC intended to cancel the registrations of approximately 300 investment advisers due to failure to file an amendment to their Form ADV in the first quarter of 2012 indicating whether the firm remained eligible for registration with the SEC or who submitted an amended Form ADV indicating that they are no longer eligible to remain registered with the SEC as an investment adviser but have not filed the Form ADV-W to withdraw their registration.
September 07, 2012
Pursuant to Section 202(a)(11) of the Investment Advisers Act of 1940 (“Investment Advisers Act”), an investment advisor means “any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation as a part of regular business issues or promulgates analyses or reports concerning securities . . .” Although there are some exemptions to the requirements to register as an investment advisor, generally anyone meeting this definition must register as an investment advisor with the appropriate regulatory body. While an individual can file for investment advisor registration as a sole proprietorship, it is most common and typically recommended, that an entity (e.g., limited liability corporation [“LLC”], limited partnership [“LP’’]) is established to register as the investment advisor.
Mid-Sized Investment Advisers Required to Register with the SEC Rather than New York Investor Protection Bureau
August 31, 2012
New York City houses one of the financial epicenters of the world so many may find it surprising that investment advisers with their principal office and place of business in New York are not subject to an examination by the New York Investor Protection Bureau. The New York Investor Protection Bureau is charged with enforcing the New York State securities laws and requires investment advisers to register with the New York Attorney General’s Office. Because the New York Investor Protection Bureau does not conduct examinations of investment advisers with a principal office and place of business who are registered with the New York Attorney General’s Office, the U.S. Securities and Exchange Commission (“SEC”) will handle the registration and examination of mid-sized investment advisers (investment advisers with between $25 million and $100 million of assets under management) with a principal office or place of business in New York.
Kansas and Louisiana Securities Regulators Require Submission of Written Supervisory Procedures When Registering as an Investment Adviser
August 27, 2012
A firm that wants to register as an investment adviser must at a minimum prepare and file the Form ADV through the Investment Adviser Registration Depository (“IARD”) system. When registering as an investment adviser with a state securities regulator, an investment adviser is typically required to submit additional documentation directly to the state securities regulator. An investment adviser applicant seeking registration with a state securities regulator should review the investment adviser registration requirements for each particular state where the investment adviser applicant is required to register since the requirements typically vary from state to state.
August 24, 2012
Fifteen states require investment advisers to register their branch offices with the state securities regulator. Currently, the Alabama Securities Commission, the Arkansas Securities Department, the Connecticut Department of Banking, Securities and Business Investments Division, Florida’s Office of Financial Regulation , Hawaii’s Department of Commerce and Consumer Affairs, Idaho’s Department of Finance, the Illinois Securities Department, Maine’s Office of Securities, the New Hampshire Bureau of Securities, the New Mexico Securities Division, the Ohio Department of Commerce, the Texas State Securities Board, Vermont’s Department of Financial Regulation, the West Virginia Securities Commission, and Wisconsin’s Department of Financial Institutions require investment adviser branch offices to register with state securities regulators. Some of these 15 state securities regulators require an investment adviser branch office registration fee while other states only require registration of each investment adviser branch located in their state. For state securities regulators that do charge branch office registration fees, the charges range from $20 (by the Illinois Securities Department) to $300 (by the New Mexico Securities Division). For further information on the investment adviser registration requirements in each state, refer to the North American Securities Administrators Association (“NASAA”) website.