Renewal season is almost here. Renewal has two steps: (1) payment of annual renewal fees to the Investment Adviser Registration Depository (IARD), which must be received by the IARD no later than December 11, 2023; and (2) annual filing requirements, which are due within 90-120 days after the investment adviser’s fiscal year end (FYE).
2024 Renewal Calendar
|Action Item||Where/To Whom||Action Due Date|
|Pay renewal fees||IARD||December 11, 2023|
|File Form ADV Parts 1 & 2||IARD||90 days after the Adviser’s FYE|
|Deliver or Offer Form ADV 2||Clients||120 days after the Adviser’s FYE|
|File GAAP Balance Sheet||Securities Division||120 days after the Adviser’s FYE|
|File Fund Audit (Private Fund only)||Securities Division||120 days after the Fund’s FYE|
Annual Renewal Fees
|Investment Adviser||IARD System Fee||$0|
|Investment Adviser||Washington State||$85|
|Investment Adviser||Other Jurisdictions||https://www.iard.com/sites/iard/files/standalonefiles/reg_directory_3.pdf|
|Investment Adviser Representative||IARD System Fee||$15|
|Investment Adviser Representative||Washington State||$30|
|Investment Adviser Representative||Other Jurisdictions||https://www.iard.com/sites/iard/files/standalonefiles/rep_fee_sch_1.pdf|
Resources and Contact Information
|Help & Training||https://www.iard.com/help-training|
|Form ADV Part 1||http://www.iard.com/part1instructions.asp|
|Form ADV Part 2||https://www.iard.com/part2instructions|
|IARD Call Center||(240) 386-4848|
|Securities Division Information||Resource|
|General Questions||(360) 902-8815 or IALicensing@dfi.wa.gov|
|Pooled Investment Vehicles/Private Fund Advisers||(360) 902-8786|
Annual Renewal Payment Requirements
Payment of annual renewal fees is made through your IARD Renewal Account. Please ensure that this account has sufficient funds. Remember to pay the full amount of the Preliminary Renewal Statement, which will be available in the Accounting section on IARD beginning today. If your IARD Renewal Account does not have sufficient funds to cover the full amount due, your renewal fee will not be paid.
You must submit payments to IARD by electronic payment via E-Bill, wire transfer, automatic Flex-Funding Account-to-Renewal Account transfer, or check. If you pay by check, you will need to include a copy of the first page of your Preliminary Renewal Statement with your payment to FINRA. Do not send your renewal payment to the Securities Division.
To ensure timely processing, FINRA must be in receipt of funds no later than December 11, 2023. The best practice is to pay your renewal fees in November upon receipt of your Preliminary Renewal Statement. If you wait until the deadline, you may not have enough time to fix errors that may occur.
If a firm fails to timely pay its renewal fees, IARD will systematically terminate the investment adviser and their representatives.
Electronic Financial Information Filing System (eFIN)
The Securities Division’s electronic financial information filing system (eFin) is a portal for registered investment advisers to file the financial reporting documents required by WAC 460-24A-060 including balance sheets, surety bonds, fund audits, subordination agreements, and other related documents. Investment advisers file these documents in eFin instead of emailing them to the Securities Division. Instructions on how to use eFin will be sent via email along with the Investment Adviser Renewal Notice. Please contact our Licensing team at (360) 902-8815 or at IALicensing@dfi.wa.gov if you need your firm’s access code or need to file an amendment to your initial eFin submission.
Annual Filing Requirements
The final stage of the annual renewal process is submitting your firm’s fiscal year end filings. Please do not submit your filings prior to the end of your fiscal year.
You are required to file an annual updating amendment for the Form ADV Part 1. This is required even if there have been no changes since your last filing. In order to ensure that the Form ADV Part 1 has been updated properly, please ensure that you have passed the “Completeness Check” and click “Submit Filing.”
Form ADV Part 1 must also be updated throughout the year, in general, within 30 days when any material information becomes inaccurate. Please see WAC 460-24A-205 and Form ADV Part 1 for additional information.
You must confirm the accuracy of your current Form ADV Part 2 or file an updated version. You are required to update Form ADV Part 2 each year at the time you file your annual updating amendment if there are any changes. For example, if your assets under management have changed, you must update your Form ADV Part 2. If there have been no changes, you must attest to the accuracy of your Form ADV Part 2 by clicking on the “Brochure ID” to verify that the brochure on file is up to date, select the “Confirm” radio button, and then click on “Save.”
If there have been material changes to your Form ADV Part 2, you are required to, without charge, annually deliver (or offer, in writing, to deliver upon written request) to each of your clients the Form ADV Part 2. This must include a summary of material changes. This delivery may be done electronically for those clients that have opted to receive communication from the investment adviser via electronic delivery in the investment advisory agreement. Please note that evidence that the investment adviser offered to deliver or delivered the Form ADV Part 2 must be maintained by the investment adviser.
Form ADV Part 2 must also be updated throughout the year within 30 days whenever any information in the brochure becomes materially inaccurate. Please see Form ADV Part 2 and WAC 460-24A-145 for additional information.
If your firm conducts business at locations other than your principal office, the Securities Division requires that you also submit a Form BR for each of these locations which may include home office and satellite locations. Form BR is filed through your firm’s account on the IARD system.
Balance Sheet with Written Attestation
Investment advisers are required annually to submit to the Securities Division a balance sheet dated as of the last day of your most recent fiscal year end. The balance sheet must be prepared in accordance with Generally Accepted Accounting Principles (GAAP), with a written attestation that your balance sheet is true and complete to the best of your knowledge upon submission. This written attestation can be attached to your balance sheet or in the body of your email submission to the Division at IALicensing@dfi.wa.gov. Please see WAC 460-24A-060 for more information.
If you have custody, absent an exemption, your investment adviser’s balance sheet will need to be audited by an independent certified public accountant and must include the accountant’s audit opinion. See WAC 460-24A-060 for additional information.
If your principal place of business is located in the State of Washington, your minimum financial requirements are as follows:
- If you have custody of client funds or securities, you must maintain at all times a net worth of at least $35,000;
- If you have discretion, you must maintain at all times a net worth of at least $10,000; or
- If you have neither discretion nor custody, you must be able to maintain a positive net worth.
See WAC 460-24A-170 for additional information.
Please note that you may be requested to provide your income statement, statement of cash flows, statement of owner’s equity, and trial balances to support or verify the information on your balance sheet.
If you utilize a bond to meet your minimum financial condition, please submit a copy of the bond renewal confirmation from the insurance company to the Securities Division.
If your firm manages a private fund, for each fund you are required to submit a copy of your annual fund audit to the Securities Division within 120 days after your fiscal year end. Please see WAC 460-24A-060 and WAC 460-24A-107.
Note Regarding Prepaid Fees
An investment adviser that requires fees be paid in advance of providing a product or service must record the prepaid amount as a liability on its balance sheet when the funds are received. As fees are earned, by providing advisory products or services to the clients, an investment adviser may offset the liability equal to the earned fees and record the earned revenue as income. Pursuant to GAAP, Accounting Standards Codification (ASC) topic 606, Revenue from Contracts with Customers, prepaid fees cannot be recognized as income until the product or service is provided. Collection of prepaid fees will impact an investment adviser’s net worth calculation in determining compliance with the regulatory minimum net worth requirement. Investment advisers may need to obtain a bond to offset the liability created by the unearned fees.
Warning To Late And/Or Non-Filers
Investment advisers who fail to file the required documents within the due dates following their fiscal year end can expect to be referred to the Enforcement Unit for administrative action, which may include suspension or revocation of your license and fines.
Unless otherwise requested, the Securities Division does not send any renewal and filing notices via hard copy. We will continue to send communication via email and post notices on our website at https://dfi.wa.gov/investment-advisers.
If you have any questions or would like to receive hard copy notices, please contact us at IALicensing@dfi.wa.gov or (360) 902-8815.