When Is Form ADV Due? Key Filing Deadlines

Form ADV is a standardized disclosure document that investment advisers file with regulatory authorities. Its purpose is to provide transparency to the public and regulators regarding an adviser’s business practices, services, and disciplinary history. This form helps protect investors by ensuring they have access to detailed information about the firms they consider entrusting with their assets.

Understanding Form ADV and Who Files It

Form ADV, officially known as the Uniform Application for Investment Adviser Registration and Report by Exempt Reporting Adviser, is a comprehensive document. Part 1A collects basic information about the investment adviser’s business, including its legal name, principal office address, ownership structure, types of services offered, and any disciplinary events. This section is primarily a fill-in-the-blank or check-box format designed for regulatory review. Part 1B is specific to state-registered advisers and gathers additional information relevant to state regulatory requirements.

Part 2 of Form ADV is a narrative brochure advisers must deliver to clients and prospective clients. Part 2A, the firm brochure, details the adviser’s business practices, fees, conflicts of interest, and disciplinary information in plain English. Part 2B, the brochure supplement, provides background information about the specific individuals who provide investment advice. Some SEC-registered advisers offering services to retail investors must also provide a relationship summary, Form CRS, formerly Part 3 of Form ADV.

The requirement to file Form ADV applies to investment advisers, individuals or firms providing advice about securities for compensation. These entities are categorized into Registered Investment Advisers (RIAs) and Exempt Reporting Advisers (ERAs). RIAs register with either the U.S. Securities and Exchange Commission (SEC) or state securities regulators. Generally, advisers managing $100 million or more in client assets register with the SEC, while those with less than $100 million typically register with state authorities in their principal place of business.

Exempt Reporting Advisers (ERAs) are a type of investment adviser not required to fully register with the SEC or state regulators, but they must report certain information on Form ADV. This exemption commonly applies to advisers who solely manage qualifying venture capital funds or private funds with less than $150 million in assets under management in the United States.

Key Filing Deadlines

Investment advisers must adhere to specific timelines for submitting Form ADV. An adviser seeking to offer services must first file Form ADV to register with the appropriate regulatory body. This initial filing establishes the firm’s legal authorization to provide investment advice and introduces its operational details to regulators and the public.

The most significant recurring deadline is the annual updating amendment. All registered investment advisers and exempt reporting advisers must file an annual updating amendment to their Form ADV within 90 days after the end of their fiscal year. For many firms with a December 31 fiscal year-end, this deadline typically falls on March 30 or 31. This amendment requires advisers to review and update all information in both Part 1 and Part 2 of their Form ADV, ensuring current and accurate disclosure.

Beyond the annual update, investment advisers must file other-than-annual amendments, or prompt amendments, when certain material changes occur. These amendments must be filed promptly, generally within 30 days of the material change. The purpose of these prompt amendments is to ensure that the information available to clients and regulators remains accurate and current outside of the annual review cycle. Failing to file these amendments promptly can lead to regulatory scrutiny and penalties.

Examples of events triggering a prompt amendment include significant changes to the firm’s business, such as offering a new service, altering fee structures, adding or removing office locations, or changes in ownership or control exceeding 10%. Material changes also encompass updates to personnel or the identification of new conflicts of interest.

When an investment adviser ceases operations or no longer meets registration requirements, they must file Form ADV-W, a formal withdrawal of registration. This form is also used if an adviser is switching between SEC and state registration, such as when their assets under management cross the threshold requiring federal registration or allowing state registration.

There is no grace period for missing a Form ADV filing deadline. Failure to submit an amendment by the required date constitutes a violation of regulatory rules. Advisers should file overdue forms as soon as possible.

Submitting Form ADV

Form ADV is submitted electronically using the Investment Adviser Registration Depository (IARD) system. This web-based platform is the central hub for advisers to file registration forms and amendments with the SEC and state securities authorities. Advisers must establish an IARD account before submitting forms.

Form ADV Part 1 is completed directly online. Form ADV Part 2, including the narrative brochure, is prepared offline and then uploaded to the IARD system as a text-searchable PDF document.

Submitting the form involves managing associated filing fees. These fees, which vary based on the firm’s regulatory assets under management for registered investment advisers, must be paid through the IARD system. Exempt Reporting Advisers typically pay a fixed fee for their initial reports and annual updating amendments. Firms must pre-fund their IARD Flex-Funding Account to cover these fees. The IARD system performs a completeness check to verify all required fields are filled and adequate funds are available before a filing can be successfully submitted.