Investment Adviser Representative Regulation

The whole unit on one sheet: who is an IAR, where they register, the federal-covered wrinkle, and the exam paths.

Which One-Liners Win Points?

• An investment adviser representative (IAR) is any individual employed by or associated with an investment adviser (IA) who performs any one of five functions: makes recommendations, manages accounts, determines advice, solicits advisory services, or supervises anyone doing those.
• Performing any one function triggers IAR registration (unless excluded or exempt).
• Clerical and ministerial staff are NOT IARs under the state definition, even when employed by an IA. Recordkeeping and processing paperwork support the advisory business but do not give advice, manage accounts, or solicit. The federal definition adds its own exclusions: supervised persons who don't regularly solicit, meet with, or communicate with clients, and persons giving only impersonal advice.
• Soliciting alone triggers IAR registration. Cold calling for new advisory accounts makes you an IAR.
• Supervising IARs makes you an IAR too. Anyone who supervises employees performing IAR functions is themselves an IAR.
• IARs always register with states, never with the SEC. Even when the employing IA is SEC-registered, the IAR registers at the state level.
• Registration is by Form U4 (Uniform Application for Securities Industry Registration or Transfer), filed by the IA firm through the IARD (Investment Adviser Registration Depository) system.
• An IAR registers in every state where the IAR has a place of business (any office where the IAR regularly advises, solicits, meets, or communicates with clients). A home office used to regularly email or videoconference clients counts.
• Standalone exam path: the Series 65 (Uniform Investment Adviser Law Examination), passed within 2 years. The Series 66 path requires the Series 7 (both within 2 years) plus the SIE (within 4 years).
• Five qualifying professional designations (CFA, CFP, ChFC, PFS, CIMA) held in good standing waive the qualifying exam requirement (the Series 65 or the Series 66, Series 7 and SIE path), never the registration itself. CIC was replaced by CIMA in 2024 and no longer counts.

Exam Tip: Gotchas

• An IAR of a FEDERAL covered adviser still registers with the STATE where they have a place of business. The adviser registers with the SEC; the individual does not. States keep jurisdiction over IARs no matter who registers the firm.
• Solely clerical or ministerial staff are not IARs, even though their work touches client accounts.

Which Numbers Matter Most?

Exam Tip: Gotchas

• The de minimis exemption needs BOTH conditions: no place of business in the state AND fewer than 6 resident clients. One office in the state means you register there even with a single client.
• Visiting clients in a state does not by itself end the exemption. Without a place of business there, the exemption ends only when the IAR has more than 5 non-institutional clients in the state.
• This client-count test belongs to a state-registered adviser's IAR. For a federal covered adviser's IAR, place of business alone controls; client count never matters.
• A designation lapsed at filing kills the waiver. The credential must be current and in good standing when the application is filed; if it is not, the waiver is not available, and the individual must meet another qualifying exam route.

One-Breath Recap

An investment adviser representative is any individual employed by or associated with an investment adviser who makes recommendations, manages accounts, determines advice, solicits advisory services, or supervises those functions; performing any one triggers registration, while solely clerical staff are excluded. Representatives always register with the state, never the SEC, on a Form U4 their adviser files through the Investment Adviser Registration Depository in every state where they keep a place of business. The exam-favorite trap: a representative of a federal covered adviser still registers at the state level even though the adviser itself registers with the SEC. Pass the Series 65, or the Series 66 with the Series 7 and SIE, or waive the Series 65 exam requirement with a qualifying designation.

Need more than the recap? Read the full Investment Adviser Representative Regulation unit.