California Investment Advisor Firm & Investment Adviser Representative State Registration Requirements

Similar to other states, a firm seeking to register as a state registered investment advisor in California is required to file the Form ADV Part 1 and Part 2 along with any applicable schedule or appendix through the Investment Adviser Registration Depository (“IARD”) system and correspondingly pay in advance the registration fees via the IARD system. Additionally, a firm applying for state registration as an investment advisor in California is required to send the miscellaneous documents identified below directly to the California Department of Corporations. Here is some additional information related to an investment advisor firm registering in California.

State of California’s Registration Fees:

• Investment Advisor Firm
  • Initial State Registration of Investment Advisor Firm: $125
  • Renewal State Registration of Investment Advisor Firm: $125
• Investment Adviser Representative
  • Initial Investment Adviser Representative Registration: $25
  • Renewal Investment Adviser Representative Registration: $0

Forms and Information Required to Register:

• Investment Advisor Firm
  • Form ADV;
  • Sample investment advisory client agreement(s);
  • California Corporation or Limited Liability Company Securities Filing;
  • Customer Authorization of Disclosure of Financial Records (Form QR 500.261);
  • Balance sheet prepared with 45 days of filing for registration an in accordance with generally accepted accounting procedures;
  • Minimum Financial Requirements Worksheet – Form 260.237.2 and Verification Form 260.241.2(b)); and
  • Statement of Citizenship, Alienage, and Immigration Status (Form 250.61) (if sole proprietorship).
• Investment Adviser Representative
  • Form U4 for the following individuals:
    • Each investment adviser representative (IAR);
    • Each officer, director or partner exercising executive responsibility (or persons occupying a similar status or performing similar functions); and
    • Each person who owns 10% or more of a California state registered investment advisor firm, as shown on Schedule A or B of Form ADV, not reported as an IAR or associated person.
  • With respect to passive owners, it’s been our general experience that the State of California (i) presumes any owner controlling 25% or more of an ownership interest in a California state registered firm is an investment adviser representative required to register, and (ii) does not require a passive owner controlling 10% – 24% of ownership interest of a California state registered firm to register as an investment adviser representative but must provide a “paper” Form U4 (presuming such individual does not otherwise meet California’s statutory definition of investment adviser representative).

Net Capital or Bonding Requirements

A California registered investment advisor firm with its principal place of business in California is subject to the following minimum financial requirements if the investment advisor firm (i) has custody of client funds or securities, (ii) has discretionary authority over client funds or securities or (iii) accept s prepayment of more than $500 per client and six or more months in advance:

1. A California registered investment advisor firm which has custody of client funds or securities must maintain at all times a minimum net worth of $35,000;
2. A California registered investment advisor firm which has discretionary authority over client funds or securities but does not have custody of client funds or securities must maintain at all times a minimum net worth of $10,000; and
3. A California registered investment advisor firm which accepts prepayment of more than $500 per client and six or more months in advance must maintain at all times a positive net worth.

A California registered investment advisor firm with its principal place of business in a state other than California should maintain minimum capital as required by the state in which the applicant maintains its principal place of business, provided the applicant is licensed or registered in such state and is in compliance with such state’s minimum capital requirements.  If a California registered investment advisor firm is not licensed or registered in the state where it maintains its principal place of business, the investment advisor firm is subject to California’s minimum financial requirements.

The minimum financial requirements do not apply to a California registered investment advisor firm that is also licensed as a broker-dealer under Code Section 25210.

An investment advisor firm registered or registering in California, which is subject to the minimum net worth requirements, is required to complete the Minimum Financial Requirements Worksheet. If a California registered investment advisor falls below 120% of the required minimum net worth, the California Department of Corporations has additional reports and requirements of such investment advisor firm.

Beyond the minimum net capital requirements described above, please refer to the California Code of Regulations with respect to what circumstances constitute an investment advisor firm registered in California having custody of client securities or funds and any additional requirements, forms and filings required of a California registered investment advisor firm with custody.

Additional Information

Investment Advisor Regulations from the California Department of Corporations

Annual Financial Report – Cover Letter for California