SEC Form ADV Annual Amendment Checklist — RIA Annual Filing Requirements

Advisers Act Rule 204-1(a)(1) requires annual amendment filing within 90 days after the end of your fiscal year. For calendar-year advisers (fiscal year ending December 31), the deadline is March 31. Missing this deadline constitutes a Rule 204-1 violation — there is no extension and late filings trigger deficiency letters and potential enforcement action. Calendar the deadline now, assign a responsible party, and build in a two-week internal review buffer before the IARD submission date.

Part 1A Item 5 requires current RAUM figures (regulatory assets under management, not market value), and Item 5D requires client counts by category. Gather AUM data as of the last day of the fiscal year. Recalculate RAUM using the SEC's prescribed methodology: the market value (or fair value where market value is unavailable) of all securities portfolios for which the adviser provides continuous and regular supervisory or management services. Errors in RAUM affect your registration tier (state vs. SEC) and are frequently cited in SEC examinations.

Part 2A Item 5 requires disclosure of all fees and compensation, including the fee schedule, how fees are calculated, and who pays them. Verify that disclosed fee ranges, billing frequency, and calculation methodology match your actual current practices exactly. If you increased fees, added new fee types, or changed billing cycles, these must be reflected. Regulators compare disclosed fees against client billing records — discrepancies are among the most commonly cited Form ADV deficiencies.

Conflicts of interest disclosures are among the most scrutinised aspects of Form ADV. Update Part 1A Item 10 (control persons, affiliated companies) and Part 2A Items 10–12 (other financial industry activities, participation in client transactions, brokerage practices). Any new conflicts created during the year — revenue sharing arrangements, affiliated product recommendations, third-party compensation, proprietary fund recommendations — must be disclosed. Conduct a formal conflicts review with senior management and compliance before filing.

Part 1A Item 11 and Part 2A Item 9 require disclosure of criminal, civil, and regulatory actions involving the adviser and its management persons. Update for any new events: SEC or FINRA actions, state regulatory actions, criminal proceedings, civil court judgments, and arbitration awards within the prior 10 years. This applies to all supervised persons covered by Part 2B brochure supplements. Confirm with legal counsel whether any pending investigations require disclosure as a precautionary matter.

Part 2B requires a brochure supplement for each supervised person who formulates investment advice and has direct client contact, or whose advice a client could reasonably rely upon. Update supplements to reflect: new formal education or business experience (Item 2), disciplinary history (Item 7), other business activities (Item 6), and any material changes in compensation or outside business activities. Determine if any new supervised persons require initial Part 2B supplements.

Advisers with retail investor clients must maintain and file Form CRS (Client Relationship Summary) as part of Form ADV. Form CRS must be updated within 30 days of any material change and at each annual amendment. Verify that the relationship summary accurately describes your services, fees, account types, conflicts of interest, and disciplinary information. Form CRS has specific length and formatting requirements — the SEC has issued warning letters for non-compliant formats.

Advisers must promptly amend Form ADV for material changes between annual filings (Rule 204-1). At the annual amendment, confirm that all material changes during the year were either reported as prompt amendments or are captured in the annual update. Material changes include: changes to AUM thresholds affecting registration, new business lines, major key personnel changes, new or terminated affiliated arrangements, changes to custody practices, and significant changes to investment strategies.

Part 2A must include a Summary of Material Changes at the beginning of the brochure, highlighting changes made since the last annual update. This is a standalone disclosure item (not merely a cover page) — the SEC expects a specific description of what changed and why it is material, not a general statement that the brochure was updated. Existing clients who already received the brochure must receive the summary or the full updated brochure within 120 days of fiscal year-end.

Rule 204-3(b)(2) requires delivery of the updated Part 2A brochure (or the Summary of Material Changes with an offer to provide the full brochure) to all existing advisory clients within 120 days of fiscal year-end. For calendar-year advisers, this is April 30. Delivery may be electronic if the client has consented to electronic delivery. Maintain delivery records for each client — proof of delivery is required for examination. Clients who request the full brochure must receive it promptly.

Form ADV is filed exclusively through the Investment Adviser Registration Depository (IARD). Log into IARD before the deadline to submit the annual amendment. Verify that the filing was accepted and obtain a confirmation number. Print or save the IARD filing confirmation — it is evidence of timely filing in an examination. Common IARD issues: expired account credentials, missing state notice filings, and Part 1A data that does not match prior filings. Test your login credentials at least two weeks before the deadline.

Part 2A Item 8 requires disclosure of your methods of analysis, investment strategies, and risk of loss. Item 9 covers disciplinary information. Update Item 8 to reflect any new strategies implemented during the year, new asset classes, changed model approaches, or new risk factors that emerged. If your strategy changed materially — for example, adding derivatives, alternative assets, or concentrated positions — the risk disclosures must be updated to match. OCIE examiners compare disclosed strategies against actual portfolio holdings.

Custody is one of the highest-risk examination areas. Part 1A Item 9 and Part 2A Item 15 must accurately reflect whether you have custody of client assets, which qualified custodians hold client funds, and whether you are subject to the surprise examination requirement. Review for any new custody situations created during the year: authority over client accounts via standing letters of authorization (SLOAs), access to client logins, or management of pooled vehicles. Verify that the qualified custodian information matches your current custodial relationships.

Part 2A Item 14 requires disclosure of compensation received from third parties for client referrals, whether you pay solicitors, and how such arrangements are disclosed to clients. Update for any new solicitor agreements, changed compensation arrangements with custodians, wrap fee arrangements, or third-party marketing agreements. Solicitor disclosure must satisfy Rule 206(4)-3 requirements: a written agreement, solicitor disclosure document, and adviser brochure delivery at time of solicitation.

Advisers sponsoring or participating in wrap fee programs must complete Form ADV Part 2A Appendix 1 (the Wrap Fee Program Brochure). Verify that Appendix 1 accurately describes the wrap fee structure, services included, portfolio manager selection criteria, compensation arrangements, and conflicts created by the wrap fee model. Particularly important: disclose whether you receive more compensation from wrap vs. non-wrap clients and how that affects your recommendations.

Schedule D of Part 1A requires detailed supplemental information on: affiliated investment advisers, relying advisers, private fund reporting, direct owners and executive officers, and other financial industry affiliations. Verify that all Schedule D entries are current — particularly private fund information (Section 7.B), which feeds the SEC's Form PF matching processes. New private funds launched during the year must be added. Terminated funds must be marked as such.

SEC-registered advisers with clients in multiple states may be required to file state notice filings through IARD in each state where they have more than a de minimis number of clients (typically 5 or more, but varies by state). Conduct an annual review of state client distribution. Some states have specific notice filing fees and deadlines separate from the SEC annual amendment deadline. Failure to maintain required state notice filings can result in state regulatory action against supervised persons operating in those states.

Rule 204-2(a)(14) requires retention of compliance records including Form ADV and related documentation for at least five years (first two years accessible in the office). Retain work papers supporting the annual amendment review: the checklist used, sources for AUM calculations, legal review sign-offs, brochure delivery records, and IARD confirmation. A documented review process demonstrates diligence in an examination and supports your annual compliance program review under Rule 206(4)-7.