Notice Filing Requirements

Federal covered investment advisers register with the SEC only, but states can still require them to notice file.

When Notice Filing is Required

Federal covered advisers must notice file in states where they:

• Have a place of business, OR
• Have 6 or more clients who are residents of that state in a 12-month period

Think of it this way: Notice filing is like telling a state "I'm here and doing business," without asking for their permission. The SEC is still the primary regulator.

What Notice Filing Involves

Notice filing typically consists of:

• Copy of Form ADV (as filed with the SEC)
• Consent to service of process (Form U2)
• Payment of state filing fees

Notice filing does not create state registration. The investment adviser (IA) remains federal covered.

State Authority Over Federal Covered Advisers

• States cannot impose substantive regulatory requirements on federal covered advisers beyond the notice filing
• States retain antifraud authority over all advisers operating within their borders, including federal covered advisers

Exam Tip: Gotchas

• Notice filing is NOT registration. A federal covered IA that notice files is still regulated by the SEC, not the state. But the state CAN bring antifraud actions against it.
• States retain antifraud authority over all advisers in their borders, federal covered or not.