Texas Investment Adviser Notice Filings
Being exempt from SEC registration does not end state obligations. Texas has its own investment adviser rules administered by the Texas State Securities Board, and most states expect exempt reporting advisers and many federally registered advisers to make notice filings and pay filing fees. Whether a Texas-based fund manager or an out-of-state manager with Texas clients must file depends on the manager's status, its office location and the Texas rules in effect, so confirm the requirements before you launch.
State and federal split
Federal law divides adviser regulation between the SEC and the states. Larger advisers register with the SEC and notify states where they operate. Smaller advisers register with the state. Exempt reporting advisers file with the SEC and generally also file with states where they have a place of business or clients, depending on state law. Each state decides its own rules, so a manager with investors in several states faces several sets.
Questions to ask
| Question | Why it matters |
|---|---|
| Is the manager an ERA or a registered adviser? | Different filing paths |
| Does the manager have a Texas office? | Texas-based advisers often face Texas requirements |
| Where do the investors live? | Other states may require notice filings |
| Are any employees advisory representatives? | Individual registration may apply |
How the filings work
Advisers file through the Investment Adviser Registration Depository, the electronic system the SEC and states use for Form ADV. State notice filings are usually made through the same system with a fee set by each state. Some states require updated filings each year, and some require supplemental information for exempt reporting advisers. Confirm the current Texas process with the Texas State Securities Board or your attorney.
Securities offering filings are separate
Adviser filings are different from the filings needed to sell fund interests. A Regulation D offering requires a Form D with the SEC and a notice filing in each state where interests are sold. See Texas notice filings for Reg D offerings and how Form D works.
Do not assume
A missed state filing can lead to penalties and can complicate later registration. When a manager moves, adds an office or begins accepting investors from new states, the filing analysis should be repeated. See exempt reporting adviser vs registered adviser for the federal side.
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Book Free ConsultationFrequently asked questions
Do I need to file in Texas if I am an ERA?
Often there is a state filing or notice for advisers with a Texas place of business or clients. Confirm with counsel.
Is a state filing the same as a Form D?
No. Adviser filings concern the manager. Form D and state notice filings concern the securities offering.
Which agency handles it in Texas?
The Texas State Securities Board.
What if my investors are in several states?
Each state may have its own requirement, so map where investors live before closing.