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Investment Adviser FAQs
1. As an investment adviser or federal covered adviser, do I have to register or notice file electronically?
Yes. Both investment advisers registering with the Securities Division as well as federal covered advisers (i.e. SEC-registered investment advisers) making notice filings with the Securities Division must make their submissions via the Investment Adviser Registration Depository (IARD) system that is administered by FINRA.
2. Is there a de minimis exemption from registration for investment advisers under Georgia law?
Yes. An investment adviser who during the preceding 12 months has had fewer than six Georgia clients need not register with the Georgia Securities Division. This is the case whether or not the adviser has a place of business in Georgia. Please see O.C.G.A. §§ 10-5-32(b)(2), 10-5-32(b)(3), and Rule 590-4-4-.13.
3. Is there a de minimis exemption from notice filing for federal covered investment advisers under Georgia law?
Yes. A federal covered investment adviser without a place of business in Georgia and who during the preceding 12 months has had fewer than six Georgia clients need not complete a notice filing with the Securities Division. Please see O.C.G.A. §§ 10-5-34(b).
4. Do I have to file Part 2 (the “brochure”) of the Form ADV when registering or making a notice filing?
Yes. Both investment advisers registering with the Securities Division as well as federal covered advisers will need to have uploaded a copy of their Form ADV, Part 2 to their online IARD submission. Previously, SEC-registered investment advisers were not required by the SEC to include Part 2 with their online IARD Form ADV filing (and were thus generally excused from including Part 2 when making a notice filing with the Georgia Securities Division). However, because of a recent SEC rule change, SEC-registered advisers now must also upload their Form ADV, Part 2 when registering with the SEC.
The ADV Part 2 must use the given format for the brochure. The state of Georgia will not review a firm’s brochure that is not in the given ADV Part 2 format. Instructions for the required format can be found here.
5. Which ADV Part 2 Form does Georgia accept?
The Georgia Securities Division is following the NASAA recommendations and is accepting the new ADV Part 2 (located here) starting October 12, 2010. The Georgia Securities Division will require the new ADV Part 2 to be submitted for registration starting January 1, 2011.
Once the ADV Part 2 is completed, please upload the narrative brochure on the firm’s IARD account.
6. Does Georgia sponsor individuals for securities exams?
No. Georgia does not sponsor individuals for any securities exams.
7. Are promissory notes considered securities and, if so, do sellers need to be registered?
A promissory note is considered a security and should be registered as a security unless otherwise exempt. Persons or firms selling promissory notes may need to be registered as broker-dealers, agents, investment advisers or investment adviser representatives.
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 Investment Advisers Act of 1940.
9. Where can I find help on how to submit ADV Part 1 & 2 on IARD?
Please look here .
10. Where can I find information on what books and records my firm should keep and general compliance questions?
Please see Rule 590-4-4-.14 which discusses the books and records required to be maintained by investment advisers registered with the Georgia Securities Division.
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