When Does an RIA Need to Amend Form ADV?
A Practical Guide for SEC-Registered Investment Advisers
One of the most important compliance responsibilities for registered investment advisers (RIAs) is keeping Form ADV accurate and up to date. Form ADV serves as the primary disclosure document for both regulators and clients, providing key information about your firm's business, ownership, services, fees, disciplinary history, and conflicts of interest.
Many advisers know they must file an annual amendment, but it's equally important to recognize that certain changes require an amendment promptly rather than waiting for the annual update.
Failing to timely update Form ADV can result in inaccurate disclosures, examination deficiencies, and potential regulatory concerns. In this guide, we'll explain when amendments are required, common situations that trigger updates, and practical tips to help your firm stay compliant.
What Is Form ADV?
Form ADV is the uniform registration form used by investment advisers registered with the SEC and state securities regulators. It provides regulators with information about your advisory business and serves as an important disclosure document for current and prospective clients.
The form consists of several parts, including:
Part 1A: Information filed electronically through the Investment Adviser Registration Depository (IARD)
Part 2A (Firm Brochure): Narrative disclosure describing your firm's business, fees, conflicts of interest, disciplinary information, and other required disclosures
Part 2B (Brochure Supplements): Information about certain supervised persons who provide investment advice to clients
Because clients and regulators rely on these disclosures, firms have an ongoing obligation to ensure the information remains accurate.
Two Types of Form ADV Amendments
Most amendments fall into one of two categories:
Annual Amendments
SEC-registered advisers must file an annual updating amendment within 90 days after the end of their fiscal year.
The annual amendment is a comprehensive review of your Form ADV and should confirm that all information remains current and accurate.
This is also an excellent opportunity to review your brochure with fresh eyes and ensure it accurately reflects how your business operates today.
Other-Than-Annual Amendments
Certain changes require advisers to amend Form ADV promptly rather than waiting until the annual filing.
The SEC generally expects firms to update information whenever it becomes materially inaccurate.
Prompt amendments help ensure clients and regulators have access to accurate information throughout the year.
Common Events That May Require an Amendment
Below are examples of changes that frequently require firms to update Form ADV.
Changes to Ownership or Control
If ownership changes or new control persons are added, your Form ADV may need to be amended.
Examples include:
New owners
Changes in ownership percentages
Changes in executive officers
Changes in managing members
Changes in control persons
Mergers or acquisitions
Changes to Advisory Services
If your firm begins offering new services, existing disclosures may no longer accurately describe your business.
Examples include:
Financial planning
Retirement plan consulting
Wrap fee programs
Model portfolio services
Discretionary management
Sub-advisory services
Margin accounts
Your brochure should clearly describe the services clients receive, and the risks that go along with them.
Fee Changes
Any significant change to how your firm charges clients should be evaluated carefully.
Examples include:
New advisory fee schedules
Performance-based fees
Hourly consulting
Fixed fees
Subscription pricing
Minimum account changes
If your fee disclosures become inaccurate, your brochure should be updated promptly.
Custody Changes
Custody is an area of heightened regulatory focus.
If your firm begins having custody, or no longer has custody, your Form ADV may require updating.
Examples include:
Trustee appointments
Authority to deduct fees
Standing letters of authorization
General partner relationships
Unexpected custody situations
Disciplinary Events
Material disciplinary events involving the firm or certain personnel generally require prompt disclosure. These disclosures are critical because clients rely on them when evaluating your advisory business.
Changes to Affiliations
New affiliated businesses or changes to existing relationships may create additional conflicts of interest that should be disclosed.
Examples include:
Insurance agencies
Broker-dealers
Accounting firms
Real estate businesses
Solicitors or promoters
Office Locations
Adding or closing offices often requires updates to Form ADV. Be sure your branch office information remains current. If there is an address change of your principal office, this should be promptly updated.
Assets Under Management
While regulatory assets under management (RAUM) are updated during the annual amendment, firms should monitor significant business changes throughout the year to determine whether additional filings or registration considerations may be necessary.
Common Material Changes to Part 2A
Your brochure should accurately describe your firm's business at all times.
Common material changes include:
New investment strategies
Updated fee schedules
New conflicts of interest
Changes in disciplinary history
New compensation arrangements
Material revisions to services
Significant organizational changes
Material changes to Form ADV Part 2A require distribution to all existing clients. Usually, the delivery can take place within 120 days of the firm’s fiscal year end. In some cases, for example if there is a material disciplinary event disclosed, Part 2A must be delivered promptly.
Common Mistakes RIAs Make
Waiting Until the Annual Amendment
One of the most common mistakes is assuming every change can wait until the annual filing. Certain information must be updated promptly after becoming inaccurate. Waiting several months may leave regulators and clients relying on outdated information.
Inconsistent Disclosures
Your website, advisory agreements, policies and procedures, marketing materials, and Form ADV should tell the same story.
During examinations, regulators frequently compare these documents.
If your website advertises services that are not described in your brochure, it may raise questions about the accuracy of your disclosures.
Not Coordinating with Other Compliance Documents
Changes that trigger Form ADV amendments often require updates elsewhere.
For example:
Policies and Procedures
Code of Ethics
Compliance Manual
Advisory Agreements
Privacy Notice
Marketing Materials
Client Onboarding Documents
Your compliance program should remain consistent across all documentation.
Best Practices for Staying Current
Rather than thinking about Form ADV only once a year, build disclosure reviews into your firm's ongoing compliance program.
Consider these best practices:
Review Form ADV during your annual compliance review.
Evaluate disclosure implications before launching new services.
Document changes as they occur throughout the year.
Review marketing materials for consistency with Form ADV.
Coordinate updates across all compliance documents.
Train key personnel to notify compliance when business changes occur.
Being proactive can reduce the likelihood of examination deficiencies and help ensure clients always receive accurate information.
Frequently Asked Questions
When is the annual Form ADV amendment due?
SEC-registered investment advisers must file their annual updating amendment within 90 days after the end of their fiscal year.
Do all business changes require an amendment?
No. However, firms should evaluate each change to determine whether previously filed information has become materially inaccurate or whether specific Form ADV items require prompt updating.
Do I need to deliver an updated brochure to clients?
It depends on the nature of the amendment and applicable SEC delivery requirements. Firms should review the Advisers Act rules governing brochure delivery when material changes occur.
What happens if my Form ADV contains inaccurate information?
Inaccurate or outdated disclosures may be identified during SEC examinations and can result in deficiency letters or, depending on the circumstances, more significant regulatory concerns.
Final Thoughts
Form ADV should be viewed as a living disclosure document rather than a once-a-year filing obligation. As your advisory business evolves, your disclosures should evolve with it. Developing a process to identify business changes, evaluate whether amendments are required, and coordinate updates across your compliance program can help reduce regulatory risk and ensure clients receive accurate information.
Need Help Evaluating Form ADV Changes?
RIA Compliance Desk provides practical compliance guidance for registered investment advisers navigating Form ADV amendments, annual reviews, SEC Marketing Rule questions, and day-to-day compliance responsibilities.
Members receive:
Ongoing compliance Q&A
Practical guidance on Form ADV and disclosure obligations
Compliance templates and checklists
Monthly regulatory updates
Resources designed specifically for RIAs
