Investment Adviser Registration
SEC registration for investment advisers managing crypto asset portfolios exceeding USD 150 million AUM, with fiduciary obligations, custody arrangements, and Form ADV disclosure requirements.
Investment Advisers Act of 1940, 15 U.S.C. 搂 80b, SEC Form ADV
Capital Required
No specific federal minimum; custody rule requires qualified custodian
Timeline
1-3 months
Fees
USD 40-225 SEC filing + annual state registration fees
Regulatory Body
FinCEN / SEC / CFTC / FINRA / State Regulators / NY DFS
Legislative Framework
Bank Secrecy Act, State Money Transmitter Laws, Securities Exchange Act of 1934, Investment Advisers Act of 1940, 23 NYCRR Part 200 (BitLicense)
Last updated: June 2025
Key Requirements
Register with SEC if managing USD 150+ million in crypto assets for clients or if providing discretionary advisory services.
Maintain fiduciary duty to clients with full disclosure of conflicts of interest, compensation arrangements, and advisory service limitations.
Establish written investment advisory contract with each client detailing services, fees, compensation methods, and termination procedures.
Implement compliance program addressing regulatory requirements, conflicts of interest, insider trading, and client asset protection.
Maintain arrangements with qualified custodians for client asset custody with written custody agreements per SEC Rule 15c2-1.
Implement fair valuation procedures for client assets with documented methodologies and periodic independent valuation reviews.
Prepare and file Form ADV (Parts 1A/1B/2A/2B) with annual updates and Form ADV-E (electronic filing) reflecting material changes.
Conduct annual compliance reviews with documented findings and board-level approval of compliance program and performance.
Application Process
Complete SEC Form ADV (Part 1A) providing adviser firm information, ownership structure, and regulatory history.
Prepare Form ADV Part 2 (Adviser Brochure) detailing advisory services, fee arrangements, conflicts of interest, and regulatory disclosures.
Establish custody arrangements with SEC-qualified custodian and obtain custodian acknowledgment letter confirming custody arrangement.
Develop written compliance policies covering fiduciary obligations, conflicts of interest management, and client asset protection.
File Form ADV and Form ADV-E (if applicable) through IARD system with registration fee (USD 40-225 depending on AUM).
Obtain SEC approval and receive Investment Adviser CRD registration confirmation.
Deliver Form ADV Part 2 to clients prior to service delivery or at account opening per SEC requirements.
Expected Total Timeline
1-3 months
Ongoing Obligations
After obtaining your Investment Adviser Registration, these are the continuing compliance requirements you must maintain.
File Form ADV amendments within 90 days of material changes to advisory services, fees, conflicts, or organizational structure.
Maintain custody arrangements with SEC-qualified custodian with annual custody letters confirming ongoing custody status.
Conduct annual compliance reviews with documented assessment of procedures, conflicts management, and client protection effectiveness.
Update Form ADV Part 2 annually with current information and deliver updated Brochure to clients within 120 days of fiscal year-end.
Maintain detailed client records including investment objectives, suitability analysis, transaction history, and performance reporting.
Report any regulatory violations, customer complaints, or material business changes to SEC through Form ADV amendments.
Maintain insurance coverage including Errors & Omissions and Fiduciary Liability with minimum limits of USD 1,000,000.
Cost Summary
Capital Requirement
No specific federal minimum; custody rule requires qualified custodian
Application & Licensing Fees
USD 40-225 SEC filing + annual state registration fees
Jurisdiction Setup Cost
$100,000-$500,000+
Annual: $200,000-$1,000,000+
Other United States Licenses
Explore other license types available in United States.
MSB Registration
State Money Transmitter License
Broker-Dealer Registration
BitLicense
Alternative Trading System (ATS)
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