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SEC / FINRA / state securities regulators

United States financial licensing overview

US analysis splits quickly between investment adviser registration, state adviser registration, broker-dealer registration, and hybrid models. The same client journey can trigger different SEC, FINRA, state, custody, disclosure, and supervision obligations.

Last updated 2026-06-05Source alignment checked 2026-06-05

Common licence or registration routes

  • - SEC investment adviser registration through IARD and Form ADV
  • - State investment adviser registration where SEC registration is not available or required
  • - FINRA broker-dealer membership for securities transaction business
  • - Dual adviser and broker-dealer models where facts support both

Individual application requirements

  • - Investment adviser representatives may require state registration depending on facts
  • - Broker-dealer registered representatives require firm sponsorship, CRD filing, exams, and registration
  • - Chief compliance officer and supervised person controls are central for adviser models
  • - Supervision and qualification exams matter for FINRA member firms

Corporate application requirements

  • - Form ADV, disclosure brochure, compliance program, custody analysis, books and records, and annual amendments for advisers
  • - FINRA New Member Application, supervisory procedures, personnel, systems, capital, and membership standards for broker-dealers
  • - State notice filing or registration analysis where applicable
  • - Clear separation between advice, brokerage, solicitation, custody, and fund management activities

Application journey

  1. 1. Classify the model as adviser, broker-dealer, private fund adviser, platform, solicitor/marketer, or hybrid.
  2. 2. For advisers, prepare IARD access, Form ADV Part 1 and Part 2, compliance program, custody analysis, and state notice filing or registration checks.
  3. 3. For broker-dealers, prepare FINRA Gateway access, Form NMA, written supervisory procedures, personnel, capital, clearing/custody arrangements, and membership interview materials.
  4. 4. Verify firm and individual records in IAPD and BrokerCheck after filing or approval.
  5. 5. Maintain annual ADV updates, amendments, supervisory records, and state filings.

Common bottlenecks

  • - Broker-dealer issues hidden inside compensation, solicitation, placement, or transaction workflows
  • - Custody, private fund audit, and fee deduction arrangements not fully analysed
  • - Form ADV and brochure language that does not match real operations
  • - FINRA NMA materials that are not substantially complete or lack operational evidence

Practical notes

Adviser capital rules are usually state-specific or tied to custody and other facts; broker-dealers face SEC net capital and FINRA membership expectations.

Timeline estimate: SEC adviser registration can become effective in about 45 days if complete; FINRA new member review may run up to 180 calendar days for substantially complete applications.

Practical difficulty: Very high

Firms needing access to US investors, US securities transaction business, or a US adviser footprint, with careful adviser versus broker-dealer analysis.

Watch-outs

  • - Investment adviser and broker-dealer are not interchangeable labels.
  • - State registration can matter even when the commercial plan feels national.
  • - Compensation tied to securities transactions is often a broker-dealer red flag.