Investment Advisers/Federal Covered Advisers/Investment Adviser Representatives

Investment Advisers/Federal Covered Advisers/Investment Adviser Representatives

Absent an exemption, the Georgia Uniform Securities Act of 2008, O.C.G.A. §§ 10-5-1, et seq., requires the registration of investment advisers. Investment advisers are persons or firms who render investment advice with respect to securities for compensation. If you have any questions as to whether you should register as an investment adviser or investment adviser representative, you should consult with legal counsel. Additionally, please review the Georgia Uniform Securities Act of 2008 as well as Georgia Rules 590-4-4-.01, et seq. for more information.

Investment Adviser
Federal Covered Adviser
Investment Adviser Representative
Statutes and Regulations
Frequently Asked Questions

Investment Adviser [O.C.G.A. § 10-5-32]:

An investment adviser is any person or firm that for compensation engages in the business of advising others as to the value of securities or as to the advisability of investing in, purchasing, or selling securities or who issues or promulgates analyses or reports concerning securities for compensation. See O.C.G.A. § 10-5-2(17). Investment Advisers must register electronically through the Investment Adviser Registration Depository (IARD).

The Securities Division of Georgia currently only accepts investment adviser firm registration through the IARD system on the FINRA website, located here: http://www.iard.com.

After your firm pays the registration fee through FINRA, the Georgia Securities Division analyst assigned to the firm’s registration application will contact you. The Georgia office is currently converting to a paperless office, so electronic communications are preferred.

1. Registration Fee

The initial registration fee is $250.00. The fee payment should be made through the IARD system on FINRA’s website. The IARD system is located at: http://www.iard.com

2. Financial Statements :

Firms that have custody of client’s funds or securities, or that require payment of more than $500.00 in advisory fees per client six or more months in advance, must submit audited balance sheets.

Firms may be required by the Commissioner to file a financial statement showing the investment adviser’s financial condition as of the most recent practicable date. These financial statements need not be audited.

3. 3. Form ADV Part 1 (online question & answer format) & Part 2 (narrative brochure must be uploaded)

Investment Adviser firms must complete their Form ADV, Parts 1 & 2, via the IARD system on the FINRA website. This involves answering questions about your firm on Part 1 and uploading a narrative brochure that you have drafted on Part 2. If a firm needs to make changes to these forms, they must make the changes online through the IARD system. Amended forms will not be accepted by email unless they are a reflection of the firm’s ADV forms on FINRA’s website.
Note: The Georgia Securities Division is following the NASAA recommendations and is accepting the new ADV Part 2 (located here) starting October 12, 2010. The Georgia Securities Division will require the new ADV Part 2 to be submitted for registration starting January 1, 2011.

Firms can complete the ADV Part 2 in the PDF format and upload those forms to IARD.
The instructions to the narrative ADV Part 2 are located here.
Firms applying for registration status in Georgia must complete Item 19 for each management or owner and the ADV Part 2B Supplemental brochure for each Investment Advisor Representative employed with the firm.

If assistance is needed for anything related to uploading forms to the IARD system, please call the FINRA Gateway Call Center at (240) 386-4848. This call center specializes in registration questions relating to the FINRA website.

Expiration and Renewal

Unless renewed, all investment advisers’ registrations (regardless of when permitted in the calendar year) expire on December 31st of each calendar year. The renewal fee is $100.00. Renewals should be submitted through IARD prior to expiration of registration.

FINRA publishes instructions on IARD renewal during the fall prior to expiration. If you do not receive instructions from FINRA regarding the renewal process during the fall you should contact the FINRA Gateway Call Center at (240) 386-4848 or the Georgia Securities Division at (478) 207-2440.

Please be advised: Failure to renew by December 31st will result in termination of your registration in Georgia. The Securities Division will NOT send out separate renewal notices to remind registrants and notice filers of the renewal process.

Additional Information

De minimus exemption: An investment adviser who during the preceding 12 months has had fewer than six Georgia clients need not register with the Securities Division. This is the case whether or not the adviser has a place of business in Georgia. Please see O.C.G.A. §§ 10-5-32(b)(2), 10-5-32(b)(3), and Rule 590-4-4-.13(1)(b).
ADV Amendments: Name and address changes should be submitted immediately through IARD.

Federal Covered Investment Adviser [O.C.G.A. § 10-5-34]:

Federal covered advisers are persons registered with the SEC pursuant to Section 203 of the Federal Investment Advisers Act of 1940. Subject to a de minimis exemption for out-of-state advisers with less than 6 Georgia clients, federal covered advisers are required to notice file with the Georgia Securities Division through IARD.

Notice File Checklist

Filing Fee: $250 paid through IARD

Complete and file Form ADV through IARD

Note: If you are a federal covered adviser, you do not have to file Part II of the Form ADV unless the Securities Division requests that you file Part II of the Form ADV. You will have 5 days to electronically file Part II of the Form ADV after such form is requested by the Securities Division.

Expiration and Renewal

Unless renewed, all federally covered advisers notice filings (regardless of when permitted in the calendar year) expire on December 31st of each calendar year. The renewal fee is $100. Renewals should be submitted through IARD prior to expiration of registration.

Additional Information

De minimus exemption: A federal covered investment adviser without a place of business in Georgia and who during the preceding 12 months has had fewer than six Georgia clients need not complete a notice filing with the Securities Division. Please see O.C.G.A. §§ 10-5-34(b).
ADV Amendments: Name and address changes should be submitted immediately through IARD.

Investment Adviser Representative [O.C.G.A. § 10-5-33]:

Investment Adviser Representatives are generally principals of or persons employed by investment advisers or federal covered investment advisers that advise others as to the value of securities or as to the advisability of investing in, purchasing, or selling securities or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities. Registration exemptions apply, especially with respect to Investment Adviser Representatives of federal covered investment advisers. See section 10-5-2(19) of the Georgia Uniform Securities Act of 2008. If you have any questions as to whether you should register as an Investment Adviser Representative, you should consult legal counsel.

To register initially the following requirements must be completed:

1. Registration Fee

The initial registration fee is $250.00. See O.C.G.A. § 10-2-39(d). The fee payment should be made through the IARD system on FINRA’s website. The IARD system is located at http://www.iard.com.

2. Uniform Application for Securities Industry Registration, Form U-4Submit a Form U-4 electronically through CRD for each representative to be registered in Georgia.

For additional information on submitting the U-4, please visit http://www.iard.com/pdf/firm_users_man_mod9.pdf

3. Fingerprint Requirement

Below are instructions on the fingerprint process:

If the registrant is a Georgia resident, he/she may go thru Cogent to submit fingerprint cards. Please visit their website at https://www.ga.cogentid.com/index.htm.

Below is information that will be needed when completing the online registration:

ORI OR OAC Number:	GA922974Z

Verification Code:	922974Z

Reason:	Sec. of State - Broker-Dealers, Agents, Invest Advis/Sales Persons

Once the online registration is complete, the registrant will need to take the printout of the confirmation to a local vendor to have his/her fingerprints scanned. You will find the location and hours of participating vendors at https://www.ga.cogentid.com/GA_regions_html/GA_Regions_Main.htm. Results will be processed in less than 48 hours and will be submitted directly to our office. Once fingerprints have been scanned, no further action is necessary on the part of the registrant.

If the registrant is not a resident of Georgia, he/she must submit three completed fingerprint cards (on standard card stock only). For the reason you are being fingerprinted, please indicate the following:

“O.C.G.A.§ 10-5-35”

Please submit the completed fingerprint cards to this office at 237 Coliseum Drive, Macon, GA 31211, along with a money order for $44.75 made payable to Georgia Bureau of Investigations. Be advised that this may take several weeks to process.

If the registrant is a non-resident of Georgia and he/she would like to travel to Georgia to use Cogent that will be acceptable.

4. Examination Requirements

The examination requirement for investment adviser representative registration is satisfied with proof of a passing score on one of the two following sets of examinations:

1. The Uniform Investment Adviser Law Examination (Series 65 examination); or

2. The General Securities Representative Examination (Series 7 examination) and the Uniform Combined State Law Examination (Series 66 examination).

Please note that any individual who has not been registered in any jurisdiction for a period of two (2) years may be required to comply with the examination requirements listed above.
If assistance is needed for anything related to uploading forms to the IARD system, please call the FINRA Gateway Call Center at (240) 386-4848. This call center specializes in registration questions relating to the FINRA website.

Expiration and Renewal

Unless renewed, all investment adviser representative registrations (regardless of when permitted in the calendar year) expire on December 31st of each calendar year. The renewal fee is $100.00. See O.C.G.A. § 10-5-39(d). Renewals should be submitted through IARD prior to expiration of registration.

Please be advised: Failure to renew by December 13st will result in termination of your registration in Georgia. The Securities Division will NOT send out separate renewal notices to remind registrants and notice filers of the renewal process.

Additional Information

De minimis exemption: An investment adviser who during the preceding 12 months has had fewer than six Georgia clients need not register with the Securities Division. This is the case whether or not the adviser has a place of business in Georgia. Please see O.C.G.A. §§ 10-5-32(b)(2), 10-5-32(b)(3), and Rule 590-4-4-.13(1)(b).
ADV Amendments: Name and address changes should be submitted immediately through IARD.

The above listing includes forms available online, but is not an all-inclusive listing of forms required for registration or renewal. Please refer to O.C.G.A. § 10-5-35, and Georgia Rules 590-4-4-.01, .02 and .03 for all filing requirements.

Statutes and Regulations

Georgia Uniform Securities Act of 2008 - O.C.G.A. § 10-5-1, et. seq.
Rules under the Georgia Securities Act

Frequently Asked Questions

1. As an investment adviser or federal covered adviser, do I have to register or notice file electronically?

Yes. Both investment advisers registering with the Securities Division as well as federal covered advisers (i.e. SEC-registered investment advisers) making notice filings with the Securities Division must make their submissions via the Investment Adviser Registration Depository (IARD) system that is administered by FINRA.

2. Is there a de minimis exemption from registration for investment advisers under Georgia law?

Yes. An investment adviser who during the preceding 12 months has had fewer than six Georgia clients need not register with the Georgia Securities Division. This is the case whether or not the adviser has a place of business in Georgia. Please see O.C.G.A. §§ 10-5-32(b)(2), 10-5-32(b)(3), and Rule 590-4-4-.13.

3. Is there a de minimis exemption from notice filing for federal covered investment advisers under Georgia law?

Yes. A federal covered investment adviser without a place of business in Georgia and who during the preceding 12 months has had fewer than six Georgia clients need not complete a notice filing with the Securities Division. Please see O.C.G.A. §§ 10-5-34(b).

4. Do I have to file Part 2 (the “brochure”) of the Form ADV when registering or making a notice filing?

Yes. Both investment advisers registering with the Securities Division as well as federal covered advisers will need to have uploaded a copy of their Form ADV, Part 2 to their online IARD submission. Previously, SEC-registered investment advisers were not required by the SEC to include Part 2 with their online IARD Form ADV filing (and were thus generally excused from including Part 2 when making a notice filing with the Georgia Securities Division). However, because of a recent SEC rule change, SEC-registered advisers now must also upload their Form ADV, Part 2 when registering with the SEC.

The ADV Part 2 must use the given format for the brochure. The state of Georgia will not review a firm’s brochure that is not in the given ADV Part 2 format. The required format can be found here.

5. Which ADV Part 2 Form does Georgia accepts?

The Georgia Securities Division is following the NASAA recommendations and is accepting the new ADV Part 2 (located here) starting October 12, 2010. The Georgia Securities Division will require the new ADV Part 2 to be submitted for registration starting January 1, 2011.

The Instruction on how to upload this form to IARD is located here. Once the ADV Part 2 is completed, please upload the narrative brochure on the firm’s IARD account.

6. Does Georgia sponsor individuals for securities exams?

No. Georgia does not sponsor individuals for any securities exams.

7. Are promissory notes considered securities and, if so, do sellers need to be registered?

A promissory note is considered a security and should be registered as a security unless otherwise exempt. Persons or firms selling promissory notes may need to be registered as broker-dealers, agents, investment advisers or investment adviser representatives.

8. Does Georgia register solicitors?

Georgia does not have a separate solicitation registration provision. However, it is unlawful for a solicitor to be paid a fee with respect to solicitation activities in a manner which does not comply with Rule 206 (4)-3 under the Investment Advisers Act of 1940.

9. Where can I find a User’s Manual on how to submit ADV Part 1 & 2 on IARD?

Please look here.

10. Where can I find information on what books and records my firm should keep and general compliance questions?

Please see Rule 590-4-4-.14 which discusses the books and records required to be maintained by investment advisers registered with the Georgia Securities Division.

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Please note: The Securities Division posts this material for the convenience of its users. This material does not necessarily include all of the information and forms relevant for the filing, registration or renewal of entities or products regulated by the Securities Division. A user of the information and forms provided on this Web page should review applicable Georgia law in order to determine whether the user is in compliance with the various filing, registration or renewal requirements. The information contained in this website does not constitute legal advice. The Commissioner encourages all interested individuals to consult their own attorneys should they have questions regarding legal interpretations of Georgia Securities statutes or regulations.