How to File Form ADV-W to Withdraw Registration

Form ADV-W is the document investment advisers use to withdraw their registration with the Securities and Exchange Commission (SEC) and state securities authorities. Mandated under the Investment Advisers Act of 1940, this form serves as the official notice that an advisory firm is either ceasing its operations or altering its registration status. Advisers who are closing their business, merging with another firm, or transitioning between federal and state oversight must file this form to properly terminate their registration obligations.

Determining the Type of Withdrawal

An adviser must first determine if they are making a full or partial withdrawal, as this dictates which sections of Form ADV-W must be completed. A full withdrawal is necessary when an investment adviser is ceasing all advisory activities and terminating its registration with the SEC and all state jurisdictions where it is registered. This path is appropriate for firms that are going out of business, being acquired by another entity, or otherwise discontinuing their investment advisory services entirely.

A partial withdrawal is used in more specific circumstances, primarily when an adviser’s registration status is changing rather than ending. For example, an adviser switching from SEC registration to state registration because its assets under management have fallen below the required threshold would file a partial withdrawal. This action terminates the federal registration while keeping state registrations active. Similarly, a state-registered adviser that is withdrawing from one or more states, but not all, would also use a partial withdrawal.

Information Required for Form ADV-W

Before initiating the filing, an adviser must gather specific information corresponding to the items on Form ADV-W. The firm must provide its legal name and identifying numbers, including its 801- number (SEC file number) and CRD number. The form requires the adviser to specify the exact date it ceased, or will cease, conducting advisory business, which must be on or before the filing date. The adviser must also select the reason for withdrawal from a series of checkboxes.

The form contains direct questions about the firm’s financial obligations and client assets. The adviser must disclose if it owes any money or securities to clients and whether it has custody of client funds or securities at the time of filing. If the firm has assigned any of its advisory contracts to another registered adviser, details of this transfer must be provided on Schedule W1. Any outstanding judgments or liens against the firm must also be reported, and a “yes” answer to this question requires the completion of Schedule W2, a statement of financial condition.

The form requires disclosure of arrangements for preserving the firm’s books and records. The adviser must provide the name, address, and contact information for the person who will have custody of these records on Schedule W1. This information is needed to ensure compliance with record-keeping duties after withdrawal.

The Filing and Post-Filing Process

Form ADV-W must be filed electronically through the Investment Adviser Registration Depository (IARD) system, which is operated by FINRA. Once the form is submitted, it is considered a public document and is made available for review. There are no fees associated with filing a Form ADV-W.

Following the submission, a withdrawal from SEC registration becomes effective when accepted by the IARD. However, the registration continues for a 60-day period solely for the purpose of allowing the SEC to initiate any necessary proceedings. For state-registered advisers, the effective date and any review periods are determined by the rules of the specific jurisdictions from which the adviser is withdrawing.

Even after the withdrawal becomes effective, the firm’s obligations do not end. A primary continuing responsibility is the preservation of books and records under federal regulations like Rule 204-2. A former adviser’s records must be maintained for five years after the end of the fiscal year in which the last entry was made. For the first two years of that period, the records must be kept in an easily accessible place. State requirements are often similar.