What is Form ADV?

Form ADV is the adviser's registration form and its standing public record. The SEC's instructions list what it is used for: to register with the SEC or with one or more state securities authorities, to amend those registrations, and, for an exempt reporting adviser, to report to the SEC or a state, amend that report and submit a final one. One form serves all of these, which is why some parts apply to your firm and others do not.

The split that matters most is between the two kinds of part. Part 1 is a questionnaire: check boxes, numbers and schedules that regulators read and sort. Parts 2 and 3 are documents written for people. The brochure and its supplements go to clients, and Form CRS goes to retail investors. A firm that treats Part 2 as another set of boxes ends up with a brochure no client can read; the instructions ask for plain English.

Two cells need a word. A state-registered adviser files its brochure and supplement amendments with the states through IARD; the SEC's Part 3 instruction is written for advisers registered or applying with the SEC, so a state-only adviser asks its state what it expects. And an exempt reporting adviser that also registers with a state completes all of Form ADV, not the seven items.

An adviser registering with or reporting to the SEC must file electronically through the Investment Adviser Registration Depository (IARD), which FINRA operates; a state filer uses IARD where its state requires or permits it. To register with the SEC, the firm checks at least one eligibility box in Item 2.A of Part 1A, and the first two boxes turn on regulatory assets under management.

Assets are not the only door. Item 2.A also lets an adviser register with the SEC because it advises a registered investment company, advises a business development company with at least $25 million, has its principal office outside the United States, is a pension consultant or a related adviser under rule 203A-2, expects to be eligible within 120 days, must register in 15 or more states, is an internet adviser, or holds an SEC exemptive order. A firm that fits none of the boxes registers with its state, and the state's own law decides the rest.

Moving between the SEC and a state

The annual updating amendment is where a firm reports that it has crossed a line. A state-registered adviser whose regulatory assets grow to $110 million or more “must apply for registration with the SEC within 90 days after you file that annual updating amendment.” Going the other way, an SEC-registered adviser that checks box 13 (no longer eligible) files Form ADV-W to withdraw “within 180 days of your fiscal year end”, and is regulated by both while the two registrations overlap.

Registering with the SEC does not end the states' interest. Under Item 2.C, an SEC-registered adviser checks the states that should receive copies of its filings, called notice filings, and those states may charge fees from the firm's IARD account. Investment adviser representatives may still have to register in the states where they have a place of business. The SEC's instructions send you to each state's law for both.

Exempt reporting advisers

An adviser solely to venture capital funds, or solely to private funds with less than $150 million of assets under management in the United States, does not register but still reports on Form ADV. Its first report is due within 60 days of relying on the exemption, and it answers Items 1, 2, 3, 6, 7, 10 and 11 of Part 1A with the matching schedules. Parts 2 and 3 do not apply to it. Founders weighing these routes can follow the whole path in how to start an RIA.

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Part 1A has twelve items. Each opens with a line saying why the SEC asks, and the reasons are worth reading: Item 5 helps the staff “in preparing for on-site examinations”, Items 7 and 8 identify “areas in which conflicts of interest may occur between you and your clients”, and Item 11 is used “to determine whether to grant your application for registration”. The right column below is the one compliance staff live by: it says which answers force an amendment between annual filings.

“Annual amendment” in that column means the instructions say an other-than-annual amendment does not have to update the item even if the answer has gone stale: Items 2, 5, 6, 7 and 12, and parts of Item 9 (9.A.(2), 9.B.(2), 9.E. and 9.F.). Those answers catch up at the annual updating amendment. A change of address, a new control person, a new disciplinary event or a custody change does not wait.

The items tell you which schedules apply. Schedule D does most of the work: websites and social media addresses for Item 1, private fund detail for Item 7, and more. The Disclosure Reporting Pages carry the facts behind any “yes” in Item 11, and one event can produce more than one yes. Firms that hand the filing to an outside firm can weigh the options in RIA compliance consultants compared.

Part 1B, for state-registered advisers

Part 1B “asks additional questions required by state securities authorities” and adds three more Disclosure Reporting Pages. An adviser applying for or holding SEC registration only does not complete it, and on IARD it does not even see it. A state-registered adviser answers it on the same cycle as Part 1A: Items 1, 2.A through 2.F and 2.I of Part 1B prompt an amendment if they become inaccurate in any way, Item 2.G if it becomes materially inaccurate. The SEC's form index links Part 1B to the states' association, NASAA; read Part 1A on the SEC's copy of the form before you start either.

Part 2 is where Form ADV stops being a questionnaire. Part 2A is the brochure, a narrative about the firm: its services, fees, conflicts, disciplinary information, brokerage practices and more, opening with the summary of material changes in Item 2. Part 2B is the brochure supplement, one for each covered supervised person. Both apply to advisers registered or applying with the SEC, neither applies to an exempt reporting adviser, and both must be written “in plain English, taking into consideration your clients' level of financial sophistication.”

That is the summary. The item-by-item walk through both documents, the delivery duties, the team-of-more-than-five rule for supplements and the records each one leaves are in our guide to the Form ADV Part 2A brochure and Part 2B supplement. Item 11 of the brochure describes the firm's code of ethics, which has its own rule; see the investment adviser code of ethics.

Part 3 is the relationship summary, Form CRS, and it is the only part written for one kind of reader: the retail investor, “a natural person, or the legal representative of such natural person, who seeks to receive or receives services primarily for personal, family or household purposes.” A firm with no such clients does not prepare one.

The form is short and its wording is partly fixed. Item 1 must say that “free and simple tools are available to research firms and financial professionals at Investor.gov/CRS”, and Item 2 sits under the heading “What investment services and advice can you provide me?”. An adviser delivers it “before or at the time you enter into an investment advisory contract with that retail investor”, posts the current version “prominently on your website, if you have one”, and sends it within 30 days when a retail investor asks.

Form CRS runs on its own clock. It must be updated and filed “within 30 days whenever any information in the relationship summary becomes materially inaccurate”, with an exhibit highlighting the changes, and existing retail clients must be told what changed within 60 days. At the annual amendment it is optional: the instructions say you “may, but are not required, to submit amended versions” then. To draft the five items in order, use the Form CRS builder.

The annual updating amendment is not a fresh form. In the glossary's words it “reaffirms the eligibility information contained in Item 2 of Part 1A and updates the responses to any other item for which the information is no longer accurate.” The instructions add that you update your responses to every item of Parts 1A, 1B, 2A and 2B that applies to you, the brochure's summary of material changes is filed with it (in the brochure or as an exhibit), and the IARD filing fee is paid. Rule 204-1(c) is blunt about the fee: an amended Form ADV “will not be accepted by FINRA, and thus will not be considered filed with the Commission, until you have paid the filing fee.”

The 120-day column applies only if the brochure changed materially since the last annual amendment. The rule text read for this guide does not say what happens when a deadline lands on a weekend, and April 29, 2028 is a Saturday; plan to file and deliver before the day, not on it. To get the dates for your own fiscal year, with calendar entries, use the Form ADV annual amendment planner.

Other-than-annual amendments: “promptly”

Between annual filings, the instructions use one word, “promptly”, and two tests. Items 1 (except 1.O. and Section 1.F. of Schedule D), 3, 9 (except 9.A.(2), 9.B.(2), 9.E. and 9.F.) and 11 of Part 1A must be amended if they become “inaccurate in any way”. Items 4, 8 and 10, and the brochure, must be amended if they become “materially inaccurate”. Brochure supplements follow the material test too. One relief is written in: “You are not required to update your brochure between annual amendments solely because the amount of client assets you manage has changed or because your fee schedule has changed.”

There is no IARD filing fee for an other-than-annual amendment, a final report as an exempt reporting adviser or Form ADV-W; the fee falls on the initial application or report and on each annual updating amendment. The amounts are on IARD's fee schedule, and the RIA startup cost estimator shows where they sit among a new firm's costs.

Filing is half the duty; the other half is proof. Rule 204-2 makes an SEC-registered adviser keep every version of the documents it hands out, and the dates it handed them out.

Brochure supplements deserve a note of their own: an SEC-registered adviser does not file their amendments with the SEC, “but you must maintain a copy of them in your files.” How long those copies stay, and where, is covered in Rule 204-2, the adviser books and records rule, and the books and records checklist lists them beside the rest of the file. Firms that want the filing calendar, the delivery log and the document versions in one system can compare RIA compliance software. For the rest of the program Form ADV sits in, start with RIA compliance. This guide explains the form; it is not legal advice, and the SEC's Form ADV instructions are the text to check against.