Form ADV

Form ADV

Author: Holli Heiles Pandol
Read time:  3 minutes
Published date:  4 January 2024
Form ADV is a disclosure document that all investment advisers must submit to the SEC and to relevant state securities regulators.

What is Form ADV?

Form ADV is a disclosure document that all investment advisers must submit to the U.S. Securities and Exchange Commission (SEC) and to state securities regulators. 

Learn more: The VC regulatory playbook

What is Form ADV used for?

The SEC uses Form ADV to register investment advisers (registered investment advisers or RIAs) and obtain information about exempt reporting advisers (ERA). This includes information about the firm, its business, and assets under management, and for RIAs, more detailed information around fees and conflicts. Completed forms are publicly available on the Commission’s Investment Adviser Public Disclosure website.

Who files Form ADV?

All investment advisers required to register with the SEC, as well as exempt reporting advisers, must complete and submit Form ADV. 

It doesn’t matter if the funds you manage are exempt from SEC regulation as an investment company under Sections 3(c)(1) or 3(c)(7) of the Investment Company Act, or if you’re exempt from SEC registration as an ERA—if you’re a fund manager, you most likely will need to complete and file Form ADV. However, depending on your firm’s activities, you may not need to complete the entire form. 

Form ADV: Parts 1, 2, and 3

Form ADV has three parts:

Form ADV Part 1

Part 1 of Form ADV is divided into two parts: A and B.

Part 1A requests basic information about an investment adviser, including:

  • Legal name and principal office address

  • Business details, such as the firm’s offerings, billing practices, and assets under management 

  • Information related to employees who give investment advice (e.g., the professional investors at your firm)

  • Identifying information for the firm’s owners and control persons. Control persons are people or entities who own more than 10% of a business, hold key leadership positions, or can otherwise influence the policies or management of the firm. 

Your answers to Part 1A on the form will determine which of the supplements to Part 1 that you need to complete, if any.

Part 1B contains additional questions for advisers who register with state securities agencies. 

Form ADV Part 2

Part 2 of Form ADV is also divided into two parts: A and B.

Part 2A contains instructions for creating “plain English” narratives to describe the firm’s offerings, business practices, and disciplinary procedures. 

Part 2B requests information about any supervised persons working at the firm. Supervised persons are partners, officers, directors, as well as anyone else who supplies investment advice under their supervision.

Exempt reporting advisers (ERAs) do not have to complete Part 2.

Form ADV Part 3

Part 3 contains Form CRS, which requests more detailed information about any retail investment offerings, such as public stocks and bonds. 

Part 3 of Form ADV is only required for SEC-registered advisers who sell securities to retail investors. 

Form ADV instructions

Most investment advisers can file Form ADV electronically by using FINRA’s Investment Adviser Registration Depository (IARD). More information about how to file Form ADV is available on the SEC’s website.

Form ADV needs to be filed before an investment adviser begins selling securities. It must also be updated annually, within 90 days of the close of the adviser’s fiscal year, for the adviser to remain in compliance with securities regulations. 

Download the VC regulatory playbook

Need to know more about how private funds are regulated?

Fill out the form below to download the Carta VC regulatory playbook, an end-to-end resource for understanding the basics in venture capital regulation. 

Holli Heiles Pandol
Holli Heiles Pandol is Carta’s Policy Counsel. Prior to Carta, Holli helped shape financial and capital markets policy on Capitol Hill as a senior advisor and Director of Intergovernmental and Legislative Affairs at the SEC under former Chairman Jay Clayton.
DISCLOSURE: This publication contains general information only and eShares, Inc. dba Carta, Inc. (“Carta”) is not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services nor should it be used as a basis for any decision or action that may affect your business or interests. Before making any decision or taking any action that may affect your business or interests, you should consult a qualified professional advisor. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein. All product names, logos, and brands are property of their respective owners in the U.S. and other countries, and are used for identification purposes only. Use of these names, logos, and brands does not imply affiliation or endorsement. ©2024 eShares Inc., d/b/a Carta Inc. (“Carta”). All rights reserved. Reproduction prohibited.