ERAs and RIAs must file an annual updating amendment to Form ADV within 90 days of their fiscal year end. For calendar-year advisers (the most common), the deadline is March 31. Missing this deadline is a compliance failure, and it is one of the easiest to avoid.
What Gets Updated
The annual amendment covers changes to your filing since the previous year. Common updates include:
AUM. ERAs relying on the private fund adviser exemption must update their regulatory AUM to confirm they remain under $150 million. All advisers update their reported AUM.
Fund information on Schedule D. New funds launched during the year need to be added. Fund size (gross and net asset values) should be updated based on fiscal year-end figures. Any vehicles that have been wound down or fully liquidated should be noted.
Ownership and control persons. Changes to Schedules A and B, including new partners, departing principals, or changes in ownership percentages.
Disciplinary events. Any new legal or regulatory events involving the firm or its control persons.
Contact and address information. Updated office addresses, phone numbers, and website.
State filings. Updated state selections in Item 2.C if you have expanded to new states or closed offices.
The Process
Log into IARD, review each section of your existing filing, make necessary updates, and submit. Pay any required fees. The system will walk you through each item, and you can see what you filed previously for comparison.
Review Schedule D carefully. This is where omissions are most common, particularly if you have launched new SPVs or co-investment vehicles during the year.
Other-Than-Annual Amendments
Certain changes cannot wait for the annual update. Material changes during the year may require a prompt amendment. Examples include changes in ownership or control, significant changes to your business, new disciplinary events, and changes that affect your exemption status.
There is no bright-line deadline for other-than-annual amendments, but "promptly" generally means within 30 days of the triggering event. If you are unsure whether something requires a prompt amendment, err on the side of filing.
Consequences of Late Filing
Late annual amendments can result in SEC follow-up, state regulatory issues, and reputational problems (your IAPD profile will show outdated information). For ERAs relying on the private fund adviser exemption, failing to update your AUM means you cannot demonstrate you are still under the $150 million cap.
How Capital Company Helps
Capital Company prepares and files Form D, blue sky filings, and Form ADV for funds on the platform. Schedule a demo to learn more.
This article is for informational purposes only and does not constitute legal advice. Consult qualified legal counsel for advice specific to your situation.