Don’t Miss Investment Advisor Regulatory Filing Deadlines
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Each year, registered investment advisers (RIAs) face a variety of regulatory filing obligations, including annual amendments to Form ADV, Form PF submissions for eligible firms, and other essential compliance reports. Keeping track of these requirements can be complex due to their volume and the unique demands of each filing. A clear understanding of these deadlines is crucial to ensuring timely and accurate submissions, which help maintain regulatory compliance and avoid penalties.
Key Regulatory Filings for Registered Investment Advisers
In addition to the annual Form ADV update, RIAs may be responsible for filings such as Form PF for private fund advisers, state-specific filings for notice filings or renewals, and personal securities transaction reporting under the Code of Ethics. Each filing serves a critical role in regulatory oversight and is governed by specific deadlines that advisers must adhere to throughout the year.
Schedule 13Dand 13G Amendments
Schedules 13D and Schedule 13G filings are commonly referred to as “Beneficial Owner Reports,” and are designed to disclose when a person or entity acquires beneficial ownership of a significant portion of a company’s publicly traded equity securities. These reports aim to provide transparency about who controls or has substantial influence over a company, which helps investors and regulators monitor changes in corporate control and market activity.
Schedule 13D is filed by individuals or entities acquiring more than 5% of a company’s voting shares with the intent to influence or control the company. Filers must disclose the purpose of the acquisition, plans to influence management, or intentions to acquire more shares.
The deadline for the initial filing is within 5 business days of crossing the 5% ownership threshold. Amendments must be filed within 2 business days of material changes.
Schedule 13G is a simplified report for Passive Investors, Qualified Institutional Investors, and Exempt Investors who own more than 5% of a company but have no intent to influence or control it. Passive Investors must file within 5 business days of exceeding 5% ownership. Qualified Institutional and Exempt Investors must file within 45 days after the end of the quarter when ownership exceeds 5%. Amendments must be filed when ownership exceeds 10% or changes by 5%.
Form 5 – Annual Statement of Beneficial Ownership of Securities
The federal securities laws require certain officers, directors, and those that hold more than 10% of any class of a company’s securities to report purchases, sales, and holdings of their company’s securities by filing Forms 3, 4, and 5.
A Form 5 is generally due to the SEC no later than 45 days after the company’s fiscal year ends and is only required from an insider when at least one transaction, because of an exemption or failure to earlier report, was not reported during the year.
Form 13H
Rule 13h-1 requires a “large trader,” defined as a person whose transactions in NMS securities equal or exceed 2 million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month, to identify itself to the Commission and make certain disclosures to the Commission on Form 13H. The form is filed annually by every large trader within 45 days after the end of each full calendar year. Amendments to the Form must be filed promptly following the end of a calendar quarter in the event that any of the information contained in a Form 13H filing becomes inaccurate for any reason.
The SEC adopted Rule 13h-1 to help identify and gather information about “Large Traders”—market participants who engage in high levels of trading activity, based on volume or market value, in national market system (NMS) securities. The reporting requirements for Large Traders aim to help the SEC evaluate the impact of their activity on the markets, assist in reconstructing trading activity during periods of unusual market volatility and support the SEC in analyzing significant market events for regulatory purposes.
Form 13F
Form 13F is a report that is required to be filed by all institutional investment managers with at least $100 million in assets under management 45 days from the end of each quarter. Form 13F was adopted to provide the public with a view of the securities holdings of larger institutional investors.
Form ADV
The Securities and Exchange Commission requires any professional investment adviser to submit SEC Form ADV. Form ADV serves as a registration document that must be submitted to the SEC and to state securities authorities. Investment advisor firms submitting Form ADV must include identifying information and information about assets under management and investment fee structures among other information.
Exempt Reporting Advisers that are not also registering with any state securities authority must complete only the following Items of Part 1A: 1, 2, 3, 6, 7, 10, and 11, as well as corresponding schedules. Exempt Reporting Advisers that are registering with any state securities authority must complete all of Form ADV.
Firms must amend their Form ADV each year by filing an annual Updating Amendment within 90 days after the end of the firm’s fiscal year.
Form ADV 1A and 2A are more than a matter of checking the box. Regulators use the information provided in a firm’s Form ADV to evaluate the business and determine the risks the firm poses to the marketplace. Accuracy is critical.
Form CRS
Broker-dealer and Registered Investment Advisors (RIAs) are also required under Section 15 of the Securities Exchange Act of 1934 (“Exchange Act”) to provide Form CRS to retail investors. This short relationship summary provides customers with information about the types of services the firm offers; the fees, costs, conflicts of interest, and required standard of conduct associated with those services; whether the firm and its investment professionals have reportable legal or disciplinary history; and, how to get more information about the firm. It also provides a standardized way for investors to compare information about different firms.
Form PF
SEC-registered investment advisors with at least $150 million in private fund assets under management are required to file Form PF. Many private fund advisers are required to complete only Section 1 of Form PF and need to file only on an annual basis. However, large private fund advisers are required to provide additional data. Large Hedge Fund Advisers must report more information about Qualifying Hedge Funds than other hedge funds they may also manage. (A Qualifying Hedge Fund is any hedge fund with net assets of at least $500 million that is advised by a Large Hedge Fund Adviser.)
Large liquidity fund advisers must submit quarterly updates within 15 days of the end of each quarter.
Form D
Form D is used to file a notice of an exempt offering of securities with the SEC. The federal securities laws require the notice to be filed by companies that have sold securities without registration under the Securities Act of 1933 in an offering made under Rule 504 or 506 of Regulation D or Section 4(a)(5) of the Securities Act.
A firm must file this notice within 15 days after the first sale of securities in the offering.
Form N-PX
Form N-PX is completed by registered management investment companies (excluding small business investment companies registered on Form N-5) to report their complete proxy voting records. It is required under Section 30 of the Investment Company Act of 1940 and related regulations. Institutional Managers who file reports under Rule 13f-1 must also use Form N-PX to disclose their proxy voting records on executive compensation matters, as mandated by the Securities Exchange Act of 1934. The form must be submitted annually by August 31, covering the 12 months ending on June 30, unless the filer is an Institutional Manager making initial or final filings on Form 13F during that period.
RIA Regulatory Filing Deadlines and Compliance
Timely and accurate regulatory filings are a cornerstone of maintaining compliance and building trust in the financial services industry. By staying informed about key filing requirements and adhering to deadlines, firms can mitigate risks, ensure operational efficiency, and uphold their commitment to ethical standards. Whether managing annual updates to Form ADV, submitting Form PF, or meeting state-specific obligations, a proactive approach to compliance not only safeguards against penalties but also strengthens an adviser’s reputation in a highly regulated landscape.
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