Pennsylvania Investment Adviser Registration
In Pennsylvania, individuals and firms providing investment advice for compensation must generally register as investment advisers (IAs) or investment adviser representatives (IARs) with the Pennsylvania Securities Commission (PSC). This registration process aims to protect investors by ensuring that those providing financial advice meet certain qualifications and adhere to ethical standards.
Who Needs to Register?
Generally, any person or firm that:
- Provides advice to others regarding securities
- Is in the business of providing such advice
- Receives compensation for providing such advice
Must register as an IA with the PSC. If an IA is a firm, its personnel who provide investment advice (IARs) must also register.
Federal Covered Advisers
Firms that manage $100 million or more in assets under management (AUM) typically register with the Securities and Exchange Commission (SEC) as “federal covered advisers.” However, even federal covered advisers may be required to notice file with the PSC if they have a place of business in Pennsylvania or have six or more clients in Pennsylvania.
Registration Process
The registration process is primarily conducted through the Investment Adviser Registration Depository (IARD) system, operated by FINRA (Financial Industry Regulatory Authority). Here’s a general overview:
- Obtain Access to IARD: Firms must first obtain access to the IARD system. This involves completing a New Organization Entitlement Form.
- File Form ADV: Investment advisers must file Form ADV electronically through IARD. Form ADV consists of two parts:
- Part 1: Contains information about the adviser’s business, ownership, clients, and any disciplinary history.
- Part 2 (Brochure): Provides information about the adviser’s services, fees, investment strategies, and conflicts of interest. This must be provided to clients and prospective clients.
- Pay Fees: The PSC requires registration fees, which are typically paid through the IARD system.
- Pass Examinations: IARs generally need to pass certain examinations, such as the Series 65 (Uniform Investment Adviser Law Examination) or hold specific professional designations (e.g., CFP, CFA).
- Complete U4 Filings: Individual IARs must file Form U4 (Uniform Application for Securities Industry Registration or Transfer) through the Central Registration Depository (CRD) system.
- Background Checks: The PSC conducts background checks on applicants to ensure they meet regulatory standards.
Ongoing Requirements
Registered IAs and IARs must adhere to ongoing requirements, including:
- Annual Updating Amendment: Form ADV must be updated annually, within 90 days of the adviser’s fiscal year end.
- Amendments for Material Changes: Form ADV must be amended promptly to reflect material changes in the adviser’s business or operations.
- Compliance with Ethical Standards: IAs and IARs must adhere to ethical standards, including acting in the best interests of their clients and disclosing any conflicts of interest.
- Recordkeeping: Maintaining accurate and complete records is crucial for compliance purposes.
Exemptions
Certain individuals or firms may be exempt from registration, such as lawyers, accountants, engineers, and teachers whose advisory services are solely incidental to their professional practice. It’s crucial to consult with legal counsel or the PSC to determine if an exemption applies.
This information is for general guidance only and does not constitute legal advice. It is essential to consult with the Pennsylvania Securities Commission or a qualified legal professional for specific advice regarding your situation.