Registration with the SEC as an investment adviser does not end at the effective date. It begins a recurring set of compliance obligations that repeat annually, with hard deadlines that carry real consequences. Small and emerging RIAs — particularly those that registered recently and built their compliance program around the initial registration process — often underestimate the ongoing workload. A missed Form ADV amendment or a failure to conduct the required annual review can result in SEC examination findings and, in the case of repeated failures, enforcement action.
January–March: The Core Annual Deadlines
Form ADV annual amendment (March 31). Every SEC-registered adviser must file an annual updating amendment to Form ADV within 90 days of its fiscal year end. For advisers with a December 31 fiscal year — the majority — this means March 31. The amendment must update all information that has changed since the prior filing, including assets under management, number of clients, disciplinary history, and material changes to the adviser's business, affiliations, or conflicts of interest. Part 2A (the brochure) must also be updated and delivered or offered to all current advisory clients within the same 120-day window.
The annual amendment is not a ministerial filing. It requires a genuine review of all information in the prior ADV to identify what has changed. Advisers who copy the prior year's filing with minimal review and miss material changes face examination exposure — the SEC's examination staff routinely compares current filings to prior-year filings to identify inconsistencies.
Annual privacy notice. Advisers subject to Regulation S-P must deliver annual privacy notices to clients if they share nonpublic personal information with non-affiliated third parties and have not provided an opt-out that the client has not exercised. Advisers that do not share such information and have not changed their privacy practices are not required to deliver an annual notice under the 2023 Reg S-P amendments, but should confirm their status under the amended rule.
Annual code of ethics review. Rule 204A-1 requires registered advisers to maintain a code of ethics that establishes standards of business conduct and governs personal trading by access persons. The code must be reviewed at least annually. Access persons must provide an annual holdings report listing all securities they hold in which they have a direct or indirect beneficial interest. This report must be submitted within 45 days after the calendar year end — meaning by February 14 for most advisers.
The Annual Compliance Review
Rule 206(4)-7 — the Compliance Rule — requires every registered adviser to review its compliance policies and procedures at least annually to assess their adequacy and the effectiveness of their implementation. This is the most substantive ongoing compliance obligation most RIAs have, and it is also the one most frequently done inadequately.
The annual review is not a checkbox exercise. It should assess whether the adviser's written compliance policies cover the risks actually present in the business as it currently operates — not as it operated when the policies were written. It should identify any instances during the year where policies were not followed, evaluate whether those failures were isolated or systemic, and update the policies where gaps are identified. The results of the annual review should be documented and reported to the adviser's board or management, and that documentation should be retained as part of the adviser's books and records.
Common failures the SEC finds in annual reviews: policies that haven't been updated to reflect regulatory changes (including recent SEC rulemaking on cybersecurity, marketing, and ESG disclosures), annual reviews that are conducted but not documented, and reviews that are performed by staff without sufficient authority or knowledge to identify real gaps.
Ongoing Obligations That Have Annual Components
Form PF (if applicable). Private fund advisers with $150 million or more in regulatory assets under management attributable to private funds must file Form PF. Large private fund advisers (generally $2 billion or more in AUM) file quarterly; smaller filers file annually within 120 days of their fiscal year end. The SEC amended Form PF in 2023 to add current reporting requirements for certain fund events — advisers should confirm whether any triggering events occurred during the year.
Books and records. Rule 204-2 requires advisers to maintain extensive records — client contracts, trade records, communications, performance records, financial records, and compliance records — for specified retention periods (typically 5 years from creation, with the first 2 years in an easily accessible place). An annual review should include a confirmation that the records retention program is being followed and that electronic records meet the required format and accessibility standards.
Custody rule compliance. Advisers with custody of client assets face additional obligations including annual surprise examinations by an independent public accountant (unless certain exceptions apply) and delivery of audited financial statements to limited partners. Advisers that are uncertain whether they have custody — a surprisingly common situation given the breadth of the SEC's custody definition — should review their practices annually against the current rule.
What Exam Preparation Looks Like for a Small RIA
SEC examinations of small and emerging RIAs typically begin with a document request covering the prior 12–24 months of records. The most common deficiency areas for smaller advisers: inadequate or undocumented annual reviews, Form ADV disclosures that don't match actual practices, marketing materials (including website content) that don't comply with the Marketing Rule, and weak personal trading surveillance. Advisers that maintain a genuine compliance calendar — with documented completion of each annual task — are substantially better positioned when the examination staff requests documents than those who treat compliance as an afterthought between client meetings.