Registration of Professionals
An investment adviser is any person who, for compensation, engages in the business of advising others, either directly or through publications, writings or electronic means, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. Investment advisers may manage, on a day-to-day basis, client stock portfolios, use discretionary powers to make investment decisions, perform market timing, prepare financial plans involving securities or publish reports on securities. However, Wisconsin does not regulate by title, and merely calling oneself a financial planner, for example, does not trigger the investment adviser registration requirement if that person does not give advice on securities.
Changes to the Investment Advisers Act of 1940 (herein after referred to simply as "the Act") as a result of the Dodd Frank Wall Street Reform and Consumer Protection Act have radically changed who is subject to SEC and state registration as an investment adviser. The assets under management dividing line between state and SEC registration has risen from $25million to $100 million. Investment advisers, such as advisers to private funds, that previously relied on exemptions in federal law to avoid having to register, must now register or make modified filings with the SEC. As a result, changes have been made in Wisconsin statutes and rules to mirror the changes to federal law such that some previously exempt investment advisers will have to become state registered, including advisers to private funds below the $100 million asset mark.
State regulated investment advisers must be registered if they have a place of business in Wisconsin or if they have more than five Wisconsin clients in a 12 month period. Federal covered advisers must make a notice filing if they have a place of business in Wisconsin or if they have more than five Wisconsin clients in a 12 month period.
Investment advisers file their applications with the Division of Securities online via the Investment Adviser Registration Depository (“IARD”) using Form ADV and other forms included in the Investment Adviser Registration Packet. The initial registration fee is $400: $200 for the annual fee and $200 for review of the application. All registrations expire on December 31st, regardless of original date of issue. Annual renewal notices are provided electronically by the IARD in November and the renewal fee for the adviser is $200. Forms are available using the Forms link below.
The staff has created an Investment Adviser Guide which addresses many areas of investment adviser regulation and responsibility. Internal links allow the user to jump to various statute and code cites as well as investment adviser registration forms and related topics in other areas of the Guide. Most forms required of investment advisers are also available for downloading.