SEC registration for RIAs

Short answer: Generally, advisers with $110 million or more in regulatory assets under management (RAUM) must register with the SEC; under $100 million RAUM you generally register with your state; between $100 million and $110 million you may register with the SEC. As of October 2026; subject to change. Work through three questions in order: (1) are you an investment adviser under the Advisers Act, (2) does a federal exempt reporting adviser (ERA) path fit, and (3) if you must register, do SEC or state rules apply based on regulatory AUM and Form ADV Item 2.A exceptions. Use the RAUM table on this page and Form ADV Item 2.A exceptions to choose SEC registration, state registration, or federal ERA reporting on IARD. Verify current figures on SEC.gov Investment Advisers before you file. Informational only — not legal advice.

Primary SEC references: Investment advisers overview, Form ADV general instructions, and ERA IARD filing guidance. Informational only — not legal advice.

As a rule of thumb from SEC mid-sized adviser guidance: under ~$100M regulatory AUM → generally state registration (unless an exception applies); ~$100M to under ~$110M → may register with the SEC under Rule 203A-1; ~$110M+ → generally must register with the SEC. Already-SEC-registered firms may remain SEC-registered on annual amendment while regulatory AUM is at least about $90 million under Rule 203A-1. As of October 2026; subject to change. Measure regulatory AUM the way Form ADV requires, not marketing AUM.

An ERA files a subset of Form ADV Part 1A and relies on a federal exemption (commonly VC fund adviser or private fund adviser). A registered RIA files the full ADV package (including Part 2 brochure materials when applicable), adopts a Rule 206(4)-7 compliance program with a CCO and annual review, and sits in the full SEC or state examination program. Both can still face state notice filings and IAR registration. Drift off the exemption facts is how firms get forced onto the registered path.

Plan in phases once the IA → exemption → forum factors are locked: roughly weeks 1–2 for status and entity/ops map; weeks 3–6 for ADV, compliance outline, and vendors; then file and wait on SEC or state review, deficiency responses, and parallel notice filings. Clean paths often land in the multi-week to a few-months range; state paths and deficiency letters change the clock. ERA initial filings have a common 60-day window after relying on the exemption — missing it is a frequent footgun.

Not necessarily. The internet adviser and other Form ADV Item 2.A eligibility boxes can allow SEC registration below the usual AUM bands. Confirm whether your delivery model actually meets the exception before relying on it.

Re-test exemption and AUM facts when strategy, client book, or assets change. Crossing the private-fund $150M U.S. RAUM line, taking a non-fund advisory client, or leaving the VC fund definition can break ERA status. Crossing ~$110M regulatory AUM generally pushes firms toward SEC registration. Plan the ERA → RIA upgrade before you breach, not after the first close that breaks the test.