SEC Form ADV Annual Amendment Checklist — Registered Investment Adviser Filing

SEC-registered investment advisers must file their annual amendment within 90 days after the end of the adviser's fiscal year (Rule 204-1(a)(1)). For a December 31 fiscal year-end, the deadline is March 31. State-registered advisers face the same deadline under the Uniform Requirements. Mark this deadline in your compliance calendar and begin the review process at least 30 days in advance to allow for data collection, legal review, and IARD processing time.

Part 1A requires accurate information about: principal office location, affiliates, assets under management (AUM), number of accounts, types of clients, investment strategies, custody arrangements, brokerage practices, and disciplinary history. Update Item 5 (AUM) with precise numbers as of fiscal year-end. Any change in ownership, control, or key personnel since the last filing must be reflected. Verify Item 11 (disciplinary information) — omissions of required disclosures are among the most serious Form ADV violations.

AUM in Form ADV Item 5D must be calculated using the method prescribed in Form ADV instructions: regulatory assets under management (RAUM) is the market value of securities portfolios for which the adviser provides continuous and regular supervisory or management services. Include proprietary assets, assets of related persons, and assets managed on a non-discretionary basis. Document your AUM calculation methodology — SEC examiners review RAUM calculations in virtually every examination.

Part 2A must be written in plain English and must accurately describe: advisory services, fees and compensation, performance-based fees, types of clients, investment strategies and risks, disciplinary information, code of ethics, brokerage practices, client account reviews, custody, investment discretion, voting client securities, and financial information. Compare current practices against the brochure — any discrepancy between actual practice and the disclosed brochure is a potential violation of Rule 204-1 and Section 206.

Part 2B must be updated for each supervised person who formulates investment advice for clients and has direct client contact, or who has supervisory authority over another supervised person. Update Item 2 (educational background and business experience), Item 7 (disciplinary information), and Item 8 (other business activities). A Part 2B is required even for principals — check if any updates are needed following personnel changes, new outside business activities, or new disciplinary matters.

Part 2A must include a summary of material changes from the previous year's annual updating amendment on the cover page or in Item 2 (material changes). Material changes include: new fee structures, new conflicts of interest, significant changes in investment strategies, custody changes, new disciplinary events, or changes in ownership. Failing to identify and disclose material changes is a common examination deficiency — reviewers compare current and prior brochures line-by-line.

Rule 204-3 requires annual delivery of the updated Form ADV Part 2A brochure (or a summary of material changes with an offer to deliver the full brochure) to all current clients within 120 days of fiscal year-end. For a December 31 fiscal year-end, delivery must occur by April 30. Electronic delivery is permitted under Rule 204-3(g). Document delivery — maintain a record of who received the brochure and when.

Log into the IARD system (iard.com) and file the annual amendment by the deadline. Confirm that the filing status shows 'Filed' and retain the IARD filing confirmation and submission number. Print and retain the SEC-approved version of Form ADV as it appears in IARD post-filing. SEC examiners verify IARD filing dates and statuses — a filing not received by IARD by the deadline is a late filing even if submitted electronically.

Form ADV Item 11 requires disclosure of criminal actions, civil actions, regulatory proceedings, and self-regulatory organisation proceedings within the specified look-back periods. Review the item against records of any regulatory correspondence, litigation, settlements, or investigations since the last filing. Omissions from Item 11 — even for events that occurred during the fiscal year — are among the most serious Form ADV violations and can result in enforcement action independent of the underlying event.

Custody is one of the highest-priority areas in SEC examinations. Verify Item 9 accuracy: are you a qualified custodian? Do you maintain actual custody of client funds or securities? Does standing letter of authority (SLOA) authority trigger custody under the rule? Confirm that your surprise custody examination (if required) is current. Inconsistencies between Item 9 and actual custody practices are a top examination deficiency.

Compare Part 2A Item 5 (fees and compensation) against your current fee schedule, advisory agreements, and billing practices. Any new fee types, changes to existing fee rates, performance fee arrangements, or additional charges (separately managed account fees, wrap fee program fees) must be accurately described. The brochure fee schedule must align with what clients are actually charged — overcharging relative to disclosed fees is an independent violation.

If you added new advisory services, new investment products (alternatives, crypto, ESG strategies, model portfolios), or material changes to existing strategies during the year, update Items 7 and 8 accordingly. The risk disclosures in Part 2A Item 8 must be updated for any new strategies' specific risks. Regulatory staff compare disclosed strategies against client account holdings to verify consistency.