Assuming one of the exemptions from SEC registration as an investment adviser is not available, an investment adviser needs to determine whether it is a large adviser (more than $100 million in assets under management), a mid-sized adviser ($25 million to $100 million in assets under management), or small adviser (less than $25 million in assets under management). Large investment advisers must register with the SEC. Mid-sized investment advisers have to register with the state in which they have their principal place of business unless that state does not require advisers to register or that state does not examine advisers registered with the state (currently Minnesota, New York, and Wyoming), in which case the adviser has to register with the SEC. A mid-sized investment adviser that is required to register at the state level may instead opt to register with the SEC if the adviser would be required to register in 15 or more states. Small investment advisers may not register with the SEC, but may need to register in the states where they conduct business.
New Rule 203A5 requires every adviser registered with the SEC as of January 1, 2012, including those with assets under management of more than $100 million, to file an amendment to its Form ADV no later than March 30, 2012 (which would serve as the annual updating amendment for advisers with a December 31 fiscal year end). Those advisers that no longer qualify for registration with the SEC must withdraw their registration by June 28, 2012.