Post-Registration Obligations

Registration is a starting point, not a finish line. The Uniform Securities Act (USA) and the NASAA Model Rule on IAR registration both impose ongoing duties that continue for as long as the IAR stays registered.

Who Must Keep Form U4 Current?

Under the NASAA Registration Requirements for Investment Adviser Representatives Model Rule, the IAR has a continuing obligation to update Form U4 information as changes occur. Its 30-day standard comes directly from that adopted model. For agents, the USA's unnumbered prompt-correction duty and FINRA's separate filing deadlines must be distinguished:

• Both the IAR and the investment adviser must file amendments to the IAR's Form U4 promptly with IARD
• An amendment is considered promptly filed if filed within 30 days of the event requiring it
• An initial or renewal application is not considered filed for registration purposes until the Administrator has received the required fee and all required submissions

Exam Tip: Gotchas

The 30-day "prompt" standard for IARs comes straight from the NASAA Model Rule, not from a FINRA gloss. Contrast this with agents, where the USA itself only says "promptly" and FINRA's own rules supply the 30-day (or 10-day, for statutory disqualifications) number. For IARs, NASAA wrote the 30-day standard directly into the registration model rule.

What Triggers a Correcting Amendment?

Separately from the Form U4 update duty, the USA requires that if information in any document filed with the Administrator becomes inaccurate or incomplete in any material respect, the registrant must file a correcting amendment promptly. Events that commonly trigger this include:

• Felony charges or convictions, and charges or convictions for misdemeanors in the categories Form U4 lists, such as fraud or investment-related offenses (a charge alone triggers it; a conviction is not required)
• New regulatory actions (denial, suspension, revocation)
• Customer complaints meeting Form U4's reporting conditions, even if the IAR believes them meritless. One category covers consumer-initiated, written investment-related sales-practice complaints within 24 months that were not otherwise reported under the qualifying-settlement branch and claim at least $5,000 in compensatory damages; specified misconduct and qualifying settlements have separate conditions
• Civil judicial actions (injunctions)
• Financial disclosures (reportable bankruptcy events, unsatisfied judgments or liens)
• Change of address or change of name

For a registrant, the correcting amendment is due promptly. For a federal covered adviser, the amendment is instead due whenever it is required to be filed with the SEC, not on a separate state clock.

That SEC timing governs documents filed for the adviser itself. An IAR is a state registrant even when the adviser is federal covered, so the IAR's own Form U4 amendment stays on the promptly (30-day) standard.

The clock follows the document, not the employer:

What Recordkeeping and Examination Duties Apply?

Every registered investment adviser must make and keep the accounts, correspondence, memoranda, papers, books, and other records the Administrator prescribes by rule or order, for the period the Administrator sets. This recordkeeping duty is the IA firm's statutory obligation.

Required records prepared by an IAR, such as written client information forming the basis for advice, belong to the IA's recordkeeping obligation and are examinable by the Administrator at any time. This does not make every incidental document an IAR creates a required record.

Exam Tip: Gotchas

The recordkeeping duty under the USA runs to the investment adviser, not to the IAR individually. An exam question that asks who is statutorily obligated to keep the firm's books and records should point to the IA, even though the IAR's day-to-day work produces many of those records.

What Should You Check on Exam Day?

• The IAR's Form U4 update duty is continuing, and both the IAR and the IA share responsibility for filing amendments
• "Promptly" for an IAR's Form U4 amendment means within 30 days, a standard NASAA wrote directly into the Model Rule, even when the adviser is federal covered; only documents filed for the adviser itself follow the SEC clock
• A registration application is not "filed" until the fee and all required submissions arrive
• Correct materially inaccurate filings; a reportable felony charge does not wait for conviction.
• The statutory recordkeeping and examination-cooperation duties attach to the investment adviser, not the individual IAR.