Registered Investment Adviser (RIA) Legal Services
Starting and operating a registered investment adviser requires navigating a regulatory framework that governs virtually every aspect of your business — from how you register and what you disclose to how you market your services, handle client assets, and manage conflicts of interest. The Investment Advisers Act of 1940 and its implementing rules create ongoing obligations that demand both legal expertise and practical compliance infrastructure.
FinTech Law provides comprehensive legal services to registered investment advisers at every stage, from initial formation and registration through ongoing compliance, examination readiness, and business transitions. Founder & Managing Attorney Bo Howell brings over 16 years of experience as a securities lawyer and Chief Compliance Officer, including direct service at the SEC's Division of Investment Management and as lead in-house counsel at a Fortune 500 asset management firm. That combination of regulatory, compliance, and operational experience means we understand RIAs from every angle.
Our RIA Legal Services
RIA Formation and Registration
Launching an RIA involves a sequence of corporate, regulatory, and operational steps that must be executed correctly and in the right order. We guide new advisers through the entire formation process: entity selection and state of organization, Form ADV preparation (Parts 1, 2A, and 2B), IARD filing, state notice filing requirements, compliance manual drafting, code of ethics adoption, and the operational infrastructure decisions (custodian selection, technology platforms, E&O insurance) that must be in place before you begin managing client assets.
For advisers determining whether to register with the SEC or at the state level, we analyze your assets under management, client base, and business model to determine the correct registration pathway. Generally, advisers managing $100 million or more in regulatory AUM register with the SEC, while smaller advisers register with their home state — but exceptions exist for internet advisers, multi-state advisers, pension consultants, and advisers to registered investment companies.
Form ADV and Regulatory Filings
Form ADV is the central disclosure document for investment advisers — it tells the SEC, state regulators, and your clients about your business, your people, your fees, your conflicts, and your disciplinary history. Getting your Form ADV right is not optional; it is the primary document regulators review and the foundation of your client relationship disclosures.
FinTech Law prepares initial Form ADV filings, annual updating amendments, interim amendments (required for material changes), and the client-facing brochure (Part 2A) and brochure supplements (Part 2B). We also advise on Form CRS (Client Relationship Summary) for advisers required to deliver it, and Form PF for advisers to private funds.
Compliance Program Development
The SEC requires every registered investment adviser to adopt and implement written compliance policies and procedures under Rule 206(4)-7, designate a Chief Compliance Officer, and conduct an annual review of the compliance program's adequacy. For many advisers — particularly smaller and newly formed RIAs — building a compliant program from scratch is one of the most challenging aspects of launching the business.
FinTech Law develops customized compliance programs that address the specific risks of your advisory business. Our compliance manuals cover the advertising and marketing rule (Rule 206(4)-1), the custody rule (Rule 206(4)-2), the code of ethics (Rule 204A-1), proxy voting, business continuity, cybersecurity, and the books and records requirements under Rule 204-2. We design programs that are practical to implement — not 200-page documents that sit on a shelf.
Ongoing Compliance Counsel and CCO Support
Compliance is not a set-and-forget exercise. Regulatory requirements evolve, your business changes, and new questions arise constantly. FinTech Law provides ongoing compliance counsel to RIA clients, serving as a resource for the daily questions that CCOs and advisory firm principals face — from advertising review and client disclosure updates to conflict of interest analysis and regulatory interpretation.
For firms without a dedicated CCO, or where the CCO needs expert support, we provide compliance consulting services that supplement your internal capabilities. This includes conducting annual compliance reviews, updating policies and procedures, preparing for SEC or state examinations, and advising on new business activities that may trigger additional regulatory requirements.
Business Transitions
RIAs don't remain static. Firms grow, partners join or depart, advisory businesses merge or are acquired, and advisers sometimes transition from broker-dealer platforms to independent RIA models. Each of these transitions involves legal, regulatory, and compliance considerations.
FinTech Law advises on RIA mergers and acquisitions, succession planning, breakaway adviser transitions, ADV and client notification requirements for ownership changes, and the consent and assignment provisions of the Investment Advisers Act. We also assist with state re-registration when an adviser's growth triggers a transition from state to SEC registration.
The Regulatory Framework for RIAs
Understanding the regulatory landscape is essential for operating a compliant advisory firm. Key areas include:
Fiduciary duty. Investment advisers owe their clients a fiduciary duty — the highest standard of care under securities law. This duty encompasses both a duty of care (providing advice in the client's best interest) and a duty of loyalty (not placing your interests ahead of the client's). The SEC has emphasized that fiduciary duty is not satisfied merely by disclosure; advisers must actively manage conflicts and prioritize client interests.
Marketing and advertising. The SEC's reformed marketing rule (Rule 206(4)-1), effective since November 2022, replaced the former advertising and solicitation rules with a consolidated framework covering testimonials, endorsements, performance advertising, and third-party ratings. Compliance with this rule requires careful review of all marketing materials and client communications.
Custody. If your firm has custody of client assets — including the authority to deduct fees from client accounts — you must comply with the custody rule's surprise examination, qualified custodian, and reporting requirements. The SEC has proposed further custody reform that may expand these obligations.
Books and records. Rule 204-2 requires advisers to maintain extensive books and records, including communications, transaction records, client agreements, performance calculations, and compliance documentation. The recordkeeping requirements extend to electronic communications, including text messages and messaging applications — a topic that has generated significant enforcement activity in recent years.
