Investment Advisers/Federal Covered Advisers/Investment Adviser Representatives

Investment Advisers/Federal Covered Advisers/Investment Adviser Representatives

Georgia requires the registration of investment advisers. Investment advisers are persons or firms who render investment advice with respect to securities for compensation. The federal National Securities Market Improvement Act of 1996 (NSMIA) allows Georgia to require a notice filing from federally covered advisers. Additionally, Georgia requires the registration of investment adviser representatives. If you have any questions as to whether you should register as an investment adviser, federal covered adviser or investment adviser representative, you should consult legal counsel. Additionally you can review O.C.G.A. งง 10-5-2, 10-5-3, 10-5-4 and Georgia Regulations 590-4-8-.01 et seq. for more information regarding investment adviser regulations. ALL REFERENCES TO THE SECURITIES DIVISION MEAN THE GEORGIA SECURITIES DIVISION.

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

Investment Adviser [O.C.G.A. ง 10-5-3]:

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. ง 10-5-2(a) (14). Investment Advisers must register electronically through the Investment Adviser Registration Depository (IARD).

To register initially the following requirements must be completed:

Form/Application: Form ADV [filed electronically through the Investment Adviser Registration Depository (IARD) including processing of investment adviser representatives through the Central Registration Depository (CRD) operated by the National Association of Securities Dealers (NASD). [See Georgia Regulation 590-4-8.02.] Please note that Parts I and II of the Form ADV must be filed electronically through IARD.
Filing Fee: $250 paid through IARD.
Exams: See below, examinations subsection.
Financial Statements: ONLY IF the firm holds custody of client funds and securities must the firm file financial statements directly with the Commissioner.

Examinations

PLEASE NOTE THAT THE STATE OF GEORGIA DOES NOT SPONSOR INDIVIDUALS FOR ANY SECURITIES EXAMS.
To register as an investment adviser, an individual must pass within two years of the date of the investment adviser application, either: [See Georgia Regulation 590-4-8-.08]
NASD Series 65 (as released on January 1, 2000 or later) [See Georgia Regulation 590-4-8-.08.];
NASD Series 7 and a Series 66 (as released January 1, 2000) [See Georgia Regulation 590-4-8-.08.]
NASD Series 65 (as released before January 1, 2000); AND one of the following:
Series 6 and 22 [See Georgia Regulation 590-4-8-.08.]
Series 7 [See Georgia Regulation 590-4-8-.08.]
Series 2 [See Georgia Regulation 590-4-8-.08.]
EXCEPTION: Examination requirements do not apply for individuals who currently hold one of the following professional designations: CFP, ChFC, PFS, CFA or CIC. Form U-4 should be updated electronically through CRD to indicate the professional designation
NOTE: When an investment adviser is not an individual person, the above noted examination requirements must be met by the investment adviser firm’s investment adviser representative who is currently engaged in the management of the investment adviser firm’s Georgia business. See Georgia Regulation 590-4-8-.08.

Expiration and Renewal

Unless renewed, all investment adviser registrations [regardless of when permitted in the calendar year] expire on December 31^st of each calendar year. See O.C.G.A. ง 10-5-3(i). To renew, an investment adviser must complete the following:

Renewal Fee: $100 – Renewals should be submitted through IARD prior to the expiration of registration. One should note that instructions from NASD regarding CRD renewal are published during the Fall prior to expiration. If you do not receive instructions from NASD regarding the renewal process during the Fall you should contact NASD at (301) 590-6500 or the Securities Division at (404) 657-8410.
THE SECURITIES DIVISION WILL NOT SEND OUT SEPARATE RENEWAL NOTICES TO REMIND REGISTRANTS AND NOTICE FILERS OF THE RENEWAL PROCESS.
FAILURE TO RENEW BY DECEMEBER 31^ST WILL RESULT IN TERMINATION OF YOUR REGISTRATION OR NOTICE FILING STATUS IN GEORGIA.

Additional Information

De minimus exemption: Georgia does not require state investment advisers, federal covered advisers or investment adviser representatives to register or notice file if they had fewer than six clients in the preceding twelve months. See O.C.G.A. ง 10-5-3(b).
ADV Amendments: See Georgia Regulation 590-4-8-.19. Name and address changes should be submitted immediately through IARD.
Georgia Securities Act of 1973; as amended O.C.G.A. งง 10-5-2, 10-5-3, and 10-5-4.
Georgia Regulations 590-4-8 et. seq..

Federal Covered Adviser [O.C.G.A. ง 10-5-3]:

Federal covered advisers are persons registered with the SEC pursuant to Section 203 of the Federal Investment Advisers Act of 1940. See O.C.G.A. งง 10-5-2(a) (13.1). Federal covered advisers are notice filed in Georgia through IARD. See Georgia Regulation 590-4-8-.20.

To register initially the following requirements must be completed:

Form/ Application: Form ADV Part I (filed electronically through IARD.) [See O.C.G.A. ง 10-5-3(g).] Please note Form ADV, Part II is not required unless requested by the Commissioner. See below FAQ #4.
Filing Fee: $250 paid through IARD.

Expiration and Renewal

Unless renewed, all federal covered adviser notice filings [regardless of when permitted in the calendar year] expire on December 31^st of each calendar year. See O.C.G.A. ง 10-5-3(i). To renew, a federal covered adviser must complete the following:

Renewal Fee: $100 – Renewals should be submitted through IARD prior to expiration of the notice filing.
One should note that NASD’s instructions regarding IARD renewal are published during the Fall prior to expiration. If you do not receive instructions from NASD regarding the renewal process during the Fall you should contact NASD at (301) 590-6500 or the Securities Division at (404) 656-3920. FAILURE TO RENEW BY DECEMBER 31^ST WILL RESULT IN TERMINATION OF YOUR REGISTRATION STATUS IN GEORGIA.
THE SECURITIES DIVISION WILL NOT SEND OUT SEPARATE RENEWAL NOTICES TO REMIND REGISTRANTS AND NOTICE FILERS OF THE RENEWAL PROCESS.
FAILURE TO RENEW BY DECEMEBER 31^ST WILL RESULT IN TERMINATION OF YOUR REGISTRATION OR NOTICE FILING STATUS IN GEORGIA.

Additional Information

De minimus exemption: Georgia does not require state investment advisers, federal covered advisers or investment adviser representatives to register or notice file if they had fewer than six clients in the preceding twelve months. See O.C.G.A. ง 10-5-3(b).
ADV Amendments: See Georgia Regulation 590-4-8-.19. Name and address changes should be submitted immediately through IARD.
Georgia Securities Act of 1973; as amended O.C.G.A. งง 10-5-2, 10-5-3, and 10-5-4.
Georgia Regulations 590-4-8 et. seq..

Investment Adviser Representative [O.C.G.A. ง 10-5-3]:

Investment Adviser Representatives are employed by investment advisers or federal covered advisers to 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. See O.C.G.A. ง 10-5-2(a) (15) .

To register initially the following requirements must be completed:

Form/ Application: Form U-4 [filed electronically through the Central Registration Depository (CRD) operated by the National Association of Securities Dealers (NASD).] [See Georgia Regulation 590-4-8-.01]
Filing Fee: $50.00 paid through IARD.
Exams: See below, examinations subsection.

Examinations

PLEASE NOTE THAT THE STATE OF GEORGIA DOES NOT SPONSOR INDIVIDUALS FOR ANY SECURITIES EXAMS.
To register as an investment adviser representative, an individual must pass within two years of the date of the investment adviser representative application, either: [See Georgia Regulation 590-4-8-.08]
NASD Series 65 (as released on January 1, 2000 or later) [See Georgia Regulation 590-4-8-.08.];
NASD Series 7 and a Series 66 (as released January 1, 2000) [See Georgia Regulation 590-4-8-.08.]
NASD Series 65 (as released before January 1, 2000); AND one of the following:
Series 6 and 22 [See Georgia Regulation 590-4-8-.08.]
Series 7 [See Georgia Regulation 590-4-8-.08.]
Series 2 [See Georgia Regulation 590-4-8-.08.]
EXCEPTION: Examination requirements do not apply for individuals who currently hold one of the following professional designations: CFP, ChFC, PFS, CFA or CIC. Form U-4 should be updated electronically through CRD to indicate the professional designation

Expiration and Renewal

Unless renewed, all investment adviser representative registrations [regardless of when permitted in the calendar year] expire on December 31^st of each calendar year. See O.C.G.A. ง 10-5-3(i). To renew, an investment adviser representative must complete the following:

Renewal Fee: $40.00 – Renewals should be submitted through NASD’s website CRD/IARD prior to expiration of registration.
One should note that NASD’s instructions regarding IARD renewal are published during the Fall prior to expiration. If you do not receive instructions from NASD regarding the renewal process during the Fall you should contact NASD at (301) 590-6500 or the Securities Division at (404) 656-3920. FAILURE TO RENEW BY DECEMBER 31^ST WILL RESULT IN TERMINATION OF YOUR REGISTRATION STATUS IN GEORGIA.
THE SECURITIES DIVISION WILL NOT SEND OUT SEPARATE RENEWAL NOTICES TO REMIND REGISTRANTS AND NOTICE FILERS OF THE RENEWAL PROCESS.
FAILURE TO RENEW BY DECEMEBER 31^ST WILL RESULT IN TERMINATION OF YOUR REGISTRATION OR NOTICE FILING STATUS IN GEORGIA.

Additional Information

De minimus exemption: Georgia does not require state investment advisers, federal covered advisers or investment adviser representatives to register or notice file if they had fewer than six clients in the preceding twelve months. See O.C.G.A. ง 10-5-3(b).
ADV Amendments: See Georgia Regulation 590-4-8-.19. Name and address changes should be submitted immediately through IARD.
Georgia Securities Act of 1973; as amended O.C.G.A. งง 10-5-2, 10-5-3, and 10-5-4.
Georgia Regulations 590-4-8 et. seq..

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. งง 10-5-2, 10-5-3, 10-5-4, and Georgia Regulation 590-4-8 et. seq. for all filing requirements.

Statutes and Regulations

The Georgia Securities Act of 1973 - O.C.G.A. ง 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. Please see Georgia Regulation 590-4-8-.01.

2. As an investment adviser or federal covered adviser, do all my investment adviser representatives have to register?

It depends upon the situation. Please see O.C.G.A. งง 10-5-2(a) (15), 10-5-3(b). You should review the de minimus exemption found at 10-5-3(b). If the investment adviser representative is employed by a federal covered adviser and the investment adviser representative does not have a “place of business” in Georgia, the registration of the investment adviser representative may not be required. If you are unclear, you should consult your own legal counsel.

3. Is there a de minimus exception?

Yes. An investment adviser, federal covered adviser or investment adviser representative who during the preceding 12 months has had fewer than six Georgia clients need not register with the Securities Division. Please see O.C.G.A. ง 10-5-3(b).

4. Do I have to file Part II of the Form ADV when registering or making a notice filing?

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. Please see Georgia Regulation 590-4-8-.20(2).

If you are a state investment adviser, when registering, you must file Part II of the Form ADV electronically through IARD. Please see Georgia Regulation 590-4-8-.02(2).

5. Does Georgia sponsor individuals for securities exams?

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

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

Generally, yes. The promissory note itself should be registered as a security. Persons or firms selling promissory notes may have to be registered as dealers, salespersons, investment advisers or investment adviser representatives.

7. 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 Federal Investment Advisers Act of 1940. Please see Georgia Regulation 590-4-8-.17 (1)(m).

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.

The Georgia Securities Act of 1973 - O.C.G.A. ง 10-5-1, et. seq.

Rules under the Georgia Securities Act