What AUM requires SEC registration vs state registration?

Under typical Rule 203A-1 bands cited by the SEC: under roughly $100M regulatory AUM generally means state registration unless an exception applies; between roughly $100M and $110M you may register with the SEC; at roughly $110M+ you generally must register with the SEC. Already SEC-registered advisers may remain registered at roughly $90M+ on annual amendment. Internet adviser and multi-state exceptions can change the forum — use the threshold table in this guide and verify current SEC materials.

What is the difference between an ERA and a registered RIA?

An exempt reporting adviser files a partial Form ADV Part 1A and claims a federal exemption (commonly venture capital adviser or private fund adviser). A registered RIA files the full ADV package, delivers brochures, and maintains a Rule 206(4)-7 compliance program. Both are public on IARD; ERA is not invisible. See the compare table in this guide and the ERA VC vs PF interactive guide for exemption detail.

How long does SEC RIA registration take?

Staff often cites about 45 days to effectiveness on a clean initial SEC filing through IARD — not a guarantee. Deficiency letters, state notice filings, and IAR registrations run in parallel and can extend the calendar. ERA initial filings generally must be made within 60 days of commencing advisory activity. Illustrative timelines in this guide are not promises.

Does an internet adviser have to hit $110 million AUM?

Not necessarily. Form ADV Item 2.A includes an internet adviser eligibility path that can allow SEC registration without meeting the usual AUM bands — if the factual test is met. Marketing a website is not the test. Flag internet adviser status in your forum analysis and confirm current SEC guidance with counsel.

What happens if I outgrow my ERA or state registration?

Breaching the private fund adviser $150M cap, taking non-fund clients, or crossing SEC AUM thresholds triggers registration planning — sometimes with a transition period if ADV reporting stayed current. A later wave will cover ERA → RIA upgrade in depth; for now, model the crossing point before you breach and keep annual ADV updates current.

Resources · Guides

SEC registration for RIAs

Q: Do I need to register as an RIA with the SEC?

You need an Advisers Act status first: many managers are investment advisers who file as exempt reporting advisers (ERA) or register with the SEC or a state — not every adviser registers with the SEC. Federal exemptions (venture capital adviser and private fund adviser under $150M U.S. private-fund assets), regulatory AUM bands (~$100M / ~$110M / remain ~$90M+ for existing SEC registrants), and exceptions such as internet adviser eligibility decide SEC vs state vs ERA. Confirm thresholds on SEC.gov and your facts with counsel before filing.

A working map for founders, RIAs, VC and asset-manager execs who need a clear answer to “do I need to register as an RIA with the SEC?” — Advisers Act definition, exemptions, AUM thresholds, Form ADV path, and what changes on day one. Answer three questions; the page retunes.

Federal exemption may fit — private fund adviser (under $150M U.S. private-fund assets) or venture capital adviser (no federal AUM cap when solely qualifying VC funds). ERA is a filing status on IARD, not invisibility.

Start the decision spine Talk with counsel

01 · The question before Form ADV

Am I even an investment adviser?

Short version: advisory business, securities advice, compensation.If you are on the ERA path, you still need to answer whether you are an investment adviser — ERA is a subset of advisers, not a different industry.

Definition
Investment adviser under the Advisers Act
A person or firm in the business of giving advice about securities for compensation. Registration analysis starts here — not at entity formation.
Question
Do you give advice about securities for compensation?

02 · Exemption before registration

Is there a federal ERA path?

Two common doors — no fee schedules on this page. If an exempt path fits, §03 covers ERA filing; the spine continues here for everyone else. ERA exemptions: VC vs private fund adviser is the deep-dive fork; Launching a private fund covers formation after status is settled.

Private fund adviser exemption

Rule 203(m)-1 — solely qualifying private funds and U.S. private-fund regulatory assets under $150M. Broader strategies than VC-only, but the client test is strict.

Confirm measurement and solely-private-funds facts with counsel; see SEC.gov Investment Advisers overview.

Venture capital fund adviser exemption

Rule 203(l)-1 — solely qualifying venture capital funds; no federal AUM cap on this door when the strategy continuously meets the VC fund definition.

Strategy lock, not a marketing label — walk the VC vs PF fork in the ERA exemptions guide.

Which door matches your client book?

What breaks the exemption

Non-fund advisory client (SMA, family office mandate, retail)
Strategy outside the venture capital fund definition
U.S. private-fund RAUM at or above $150M (private fund adviser path)
Mixed client book or dual hats (fund + non-fund)

Check rows that apply to your firm — informational only, not a legal conclusion.

03 · If exempt: ERA is a filing status

Not invisibility — partial Form ADV on IARD

Exempt reporting advisers file a subset of Part 1A. State overlay still applies. If this is your path, read ERA VC vs PF guide and the private-fund guide; the register-path sections below stay on the page for comparison.

Filing: File the applicable subset of Form ADV Part 1A through IARD — ERA is public, not invisible.
Initial clock: Initial ERA filing generally within 60 days of commencing advisory activity (Form ADV instructions — confirm current text).
Annual clock: Annual updating amendment within 90 days of fiscal year-end; other-than-annual when material facts change.
State overlay: State notice, ERA, or IA registration may still apply for place of business and de minimis clients — federal ERA does not erase home state.
What you generally skip federally (for now): Federally, ERA advisers generally do not deliver a full Part 2 brochure package or maintain a Rule 206(4)-7 program as a registered adviser — states may impose their own requirements.

04 · If not exempt: SEC vs state by AUM

Where do you register?

ERA advisers still need a state footprint analysis — but full SEC vs state bands matter when exemption breaks or when you plan to register.

Regulatory AUM (approx.)	Typical forum
Under ~$100M regulatory AUM	Generally state registration (unless an exception applies)
~$100M–under ~$110M	May register with the SEC (mid-sized adviser band — confirm Rule 203A-1)
~$110M+ regulatory AUM	Generally must register with the SEC
Already SEC-registered	May remain registered at roughly ~$90M+ on annual amendment (confirm current SEC guidance)

Thresholds from SEC.gov Investment Advisers and Rule 203A-1 — confirm at publish; numbers change.

Mid-sized adviser and “not required to register or not subject to exam” in your home state — short callout only; state law still governs notice and eligibility.

Exception flags (check all that may apply)

Internet adviser
Multi-state adviser (often discussed around 15+ states)
Adviser to a registered investment company or BDC
Other Form ADV Item 2.A eligibility boxes

Formation and ADV work: RIA legal services.

05 · What SEC registration actually files

Form ADV package and effectiveness

Track-aware summary for Exempt / ERA. IARD is the filing hub; notice filings and IAR registrations run in parallel with state rules. RIA legal services for formation + ADV work.

What you file federally

Partial Form ADV Part 1A as exempt reporting adviser — Items required for ERA status; no full Part 2 brochure package federally (state overlay may differ).

Review clock

ERA filings are not the same as SEC registration effectiveness — but missing the 60-day initial window is a common enforcement footgun.

After filing

Annual updating amendment within 90 days of FYE; amend when material facts change.

Filing checklist

Entity formed (or existing entity confirmed) with governance that matches ADV disclosures
IARD entitlement and credentials for the filing team
Form ADV Part 1A draft (and Part 2A brochure / 2B supplements if registering)
Compliance manual outline + CCO designation (registered path)
Custodian / ops / tech vendors aligned with custody and books-and-records rules
Submit through IARD; track SEC or state effectiveness
Notice filings and investment adviser representative (IAR) registrations in required states

0 of 7 steps checked (0%) — working checklist only, not a filing order guaranteed for your state.

06 · What changes on day one (registered path)

Obligations once you are an RIA

High-level only — no invented fee schedules. ERA advisers should still read the compare column to see what registration adds later.

Fiduciary duty

Registered investment advisers owe duties of care and loyalty to clients — the spine for every rule that follows.

Rule 206(4)-7 compliance program

Written policies and procedures, a chief compliance officer with authority, and at least annual review — not a shelf manual.

Marketing Rule 206(4)-1

Performance advertising, testimonials, and endorsements carry conditions — flag for counsel; this guide does not teach the whole rule.

Custody Rule 206(4)-2

Triggers when you have custody of client assets — qualified custodian, surprise exam or audit paths depending on facts.

Books and records (Rule 204-2)

Retention, accessibility, and WORM requirements attach to the adviser — fund admin does not replace adviser obligations.

Topic	ERA	Registered RIA
Filing surface	Partial Form ADV Part 1A on IARD — public ERA status	Full Form ADV (1A, 2A, 2B, CRS if retail) on IARD
Brochure delivery	Generally no federal Part 2 brochure package for ERA (state may differ)	Part 2A and 2B delivery and summary of material changes
Compliance program	No federal Rule 206(4)-7 program as a registered adviser — anti-fraud still applies	Written 206(4)-7 program, CCO, annual review
Exam risk	ERA filings are readable by examiners; exemption claims can be tested on drift	Full examination program for SEC-registered advisers; state exams for state-registered

07 · Illustrative timeline

Weeks on a clean path

Phases assume the fork (IA → exemption → forum) is settled early. State paths and deficiency letters change the clock.

Weeks 1–2
Status decision + entity/ops map
Answer investment adviser? → exemption? → SEC vs state forum before heavy drafting.
Exempt / ERALock ERA door (VC vs PF) and refused-client list; open IARD entitlement.
Weeks 3–6
ADV + compliance set + vendors
Draft ADV against the same facts as client agreements — not a parallel story.
Exempt / ERAERA Part 1A draft; calendar 60-day initial filing from commencing advice.
Weeks 6–8 / 12
File, review, notice filings
SEC or state review; deficiency responses; parallel state notices.
Exempt / ERAERA filing and state overlay notices — do not wait for first fund close.
Post-effectiveness
Onboarding hygiene + ADV calendar
Client agreements, marketing substantiation, and annual updating amendment clock.
Exempt / ERARe-test exemption facts on strategy or client changes; plan ERA → RIA upgrade before breaches.

Illustrative only. State paths and deficiency letters change the clock. Confirm thresholds on SEC.gov before you file.

08 · Next steps

Settle the fork before drafting ADV

Investment adviser → exemption → SEC vs state forum. Then draft Form ADV against the same facts as client agreements. Related reading: ERA VC vs PF guide, private-fund guide, ERA/RIA blog.

Start RIA services intake Contact FinTech Law RIA registration path scorecard

SEC registration for RIAs

Am I even an investment adviser?

Investment adviser under the Advisers Act

Do you give advice about securities for compensation?