Track the Form ADV deadline that decides all the others

1. What is Form ADV and what does it require?

Form ADV is the uniform registration and reporting form for investment advisers, filed and maintained electronically through the Investment Adviser Registration Depository. Part 1A carries the structured regulatory data about the firm — ownership, control persons, assets under management, custody arrangements, disciplinary history. Part 2A is the client-facing narrative brochure, Part 2B the supplements covering individual supervised persons, and Part 3 the relationship summary known as Form CRS. Rule 275.204-1 requires you to amend Parts 1 and 2 at least annually, within 90 days of your fiscal year-end, and more frequently if the instructions to the form require it. Remindax helps you hold the dates attached to that obligation and reminds the people responsible; it doesn't prepare or file Form ADV, submit anything to IARD, draft or deliver your brochure, or provide securities, compliance or legal advice.

The list below is the one worth committing to memory, because the differences between these dates are not differences of size. They are differences of kind.

1.1 The dates Form ADV actually carries

• →The annual updating amendment, within 90 days of fiscal year-end. Rule 275.204-1(a)(1)(i). The SEC's General Instructions are explicit that this is a complete refresh: when you submit it you must update your responses to all items in Parts 1A, 1B, 2A and 2B as applicable, including the corresponding sections of Schedules A, B, C and D and all sections of Schedule R for each relying adviser. This one is unconditional. It falls due in a year when nothing whatsoever changed.
• →Other-than-annual amendments, filed promptly. The rule itself says only “more frequently, if required by the instructions” — the actual obligation lives in General Instruction 4. It is conditional on events, carries no fixed number of days, and applies two different accuracy standards to different items of the same form.
• →Brochure delivery, within 120 days of fiscal year-end. Rule 275.204-3(b)(2) requires you to deliver to each client, annually within 120 days after your fiscal year end and without charge, a current brochure or the summary of material changes with an offer to provide the brochure — if there are material changes in your brochure since your last annual updating amendment. Conditional, and conditional specifically on the first date in this list.
• →Form CRS amendments, within 30 days. For SEC-registered advisers, Part 3 must be amended within 30 days whenever any information in the relationship summary becomes materially inaccurate, with an exhibit highlighting the most recent changes. This is the only ADV deadline in the set expressed as a number of days from an event rather than from a year-end.
• →A withdrawal your own annual amendment can trigger. If you report on the annual updating amendment that you are no longer eligible to register with the SEC, you must withdraw from SEC registration within 180 days after the end of your fiscal year by filing Form ADV-W — and until you do, you remain subject to SEC regulation as well as to the states where you register.

Read the list again and notice what is unusual about it. Four of those five obligations are contingent — on an event, on a materiality judgment, or on the content of a filing you have not made yet. Only the first is a date you can write in a diary in January and know you will owe.

2. When is the Form ADV annual amendment due?

The word doing the work in the brochure rule is since. Rule 275.204-3(b)(2) does not ask whether your brochure changed during the calendar year, or since you last sent one out, or since some fixed anniversary. It asks whether there are material changes since your last annual updating amendment. That single preposition is what converts two independent deadlines into a dependency, and it is the reason the 90-day date deserves more weight on a compliance calendar than the 120-day one that follows it.

3. Why tracking the annual amendment matters

Preparing the annual amendment is a known project with a known owner, and compliance teams are good at projects. Four structural properties are what make this one a date to be tracked rather than a task to be scheduled:

Property 3.1 is the structural one, and it is worth setting beside the way other annual obligations behave. A Form 990 and its extension are two dates that do not depend on each other's content; missing the first does not make the second unanswerable. ACA employer reporting has a furnish date and a file date, and a firm that misses the furnish deadline still knows exactly what it owes on the filing one. Form ADV is different in kind. The brochure rule's test is stated relative to the annual updating amendment, so the amendment is not merely first in sequence — it is the thing that defines the next obligation's existence and content. An adviser thirty days late on the amendment is not thirty days late on one item. It is operating without the reference point the following deadline is written against.

Property 3.2 is the one that surprises people who have worked with almost any other regulated document. The instinct everywhere else in compliance is that a document is either current or it is not, and that knowing a filing is wrong obliges you to fix it. Form ADV does not work that way in the interval between annuals. General Instruction 4 lists what an other-than-annual amendment must correct promptly, and then adds a note relieving it of Items 2, 5, 6, 7, 9.A.(2), 9.B.(2), 9.E., 9.F. and 12 of Part 1A “even if your responses to those items have become inaccurate.” The brochure carries a parallel relief: you are not required to update it between annual amendments solely because the amount of client assets you manage has changed or because your fee schedule has changed.

This is deliberate and sensible — a rule requiring an adviser to refile every time a fee schedule moved would produce noise and nothing else. But it has a consequence for how the year should be tracked. The form spends most of the year in a state that looks, to anyone reading it internally, like a compliance failure and is not one. Staff who notice a stale figure in June and are told it is fine learn that stale figures in Form ADV are fine, and that lesson does not come with the expiry date attached to it. What actually distinguishes the acceptable staleness from the unacceptable kind is not the error. It is the date.

Property 3.3 sharpens this to a point that is genuinely difficult to hold in a checklist. If your fee schedule became materially inaccurate in the brochure in May and nothing else happened, you need do nothing until the annual amendment. If your fee schedule became materially inaccurate in May and you happen to be amending the brochure in June for an unrelated reason, you should update the fee schedule as part of that interim amendment. The obligation attaches to the same defect in both cases; what changes is whether some other event has pulled you into the document. No calendar entry can express that, because the condition is not a date at all — it is the coincidence of two independent things.

Property 3.4 is the reversal. Everywhere else in a compliance calendar, filing a thing closes it. Here the annual updating amendment can open something new: checking the box that reports you are no longer eligible for SEC registration starts a 180-day period to withdraw by filing Form ADV-W, running from the same fiscal year-end the amendment ran from. The firm that spent the first quarter concentrating on getting the amendment in has, at the moment it succeeds, acquired a second deadline it was not tracking — and until the ADV-W is filed it remains subject to SEC regulation while also being regulated by the states in which it registers. This is the same structural family as the money transmitter and MSB registration question, where a change in what the business does rewrites which regulator it answers to.

4. Who needs to track Form ADV deadlines

Large advisory firms generally have a compliance calendar with the amendment on it. The interesting list is the firms where the compliance function is one person with other duties, and the people the dependency between these dates silently lands on:

SEC- & state-registered advisers

The 90-day amendment and the brochure question that follows from it. State-registered firms carry Part 1B and their own state's overlay on top of the federal shape, which is one more reason the dates belong in a register rather than a memory.

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Chief Compliance Officers

The person who has to know not only when the amendment is due but which of the year's interim events actually created an obligation — and which of the ones that looked urgent were items the instructions expressly allow to wait.

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Exempt Reporting Advisers

Exempt from registration, not from the calendar. ERAs file their own annual updating amendment within 90 days of fiscal year-end, updating all required items — a smaller form on exactly the same clock, run by firms least likely to have anyone watching it.

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Private fund & wealth managers

Firms carrying Form CRS alongside Form ADV, and therefore the one deadline in the set measured in days from an event rather than from a year-end. Thirty days is short enough that it is usually missed by not being noticed at all.

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Multi-entity advisory groups

Affiliated advisers with their own fiscal year-ends, and umbrella registrations where adding or removing a relying adviser is itself a prompt-amendment trigger. One entity being current says nothing about the next.

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Non-calendar fiscal-year advisers

Every piece of informal guidance in the industry says March and April. Yours doesn't, which removes the ambient reminder that reliably tells a calendar-year firm the season has arrived: everybody around them talking about it.

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5. What happens when a Form ADV deadline is missed

The Form ADV failure is rarely a firm ignoring its obligations. It is almost always a firm treating conditional dates and unconditional ones as though they were the same species. That produces four recognizable shapes, and only the first looks like a missed deadline.

The annual amendment simply did not go in. The clean version, and the least interesting. Rule 275.204-1(a)(1)(i) requires it at least annually within 90 days of fiscal year-end, and the SEC's General Instructions state plainly that failure to update Form ADV as required is a violation of SEC rules or similar state rules and could lead to your registration being revoked. Amendments are also “reports” within the meaning of sections 204 and 207 of the Advisers Act, which is the hook that makes the content of a late or wrong one a separate problem from its timing.

The amendment went in and the fee did not. The one that produces a firm entirely convinced it filed. Rule 275.204-1(c) requires payment of an annual filing fee each time you file the annual updating amendment, and provides that the amended Form ADV will not be accepted by FINRA, and thus will not be considered filed with the Commission, until the fee is paid. A submission sitting unpaid is not a filing that arrived late. It is a filing that never arrived, and the firm's own record of having done the work looks identical either way.

The brochure question was never asked, because the amendment was never finished. The dependency failure, and the reason this page leads on it. Delivery within 120 days is required where there are material changes in the brochure since the last annual updating amendment. A firm that has not completed the amendment has not established the reference point, so it does not have a late brochure obligation — it has an unanswerable one. In practice the firm discovers in month five that it cannot say whether the mailing it did or did not do was required, and reconstructing the answer means reconstructing what the brochure said at a moment the firm never fixed.

An interim amendment was treated as the annual one. The classic trap, and worth stating precisely rather than as a slogan. The problem is not that the interim filing was too small. It is that the two filings do different jobs. The annual amendment updates every item in the form. The interim amendment corrects a defined list promptly and is expressly excused from touching nine items of Part 1A even where the responses are inaccurate. A firm that filed in February to report a control-person change and considered its Form ADV handled for the year has not filed a partial annual. It has filed a document the instructions permitted to leave known-wrong answers in place, and nothing else in the year will clear them.

Across all four shapes the through-line is that nothing in the firm's own systems distinguishes them. A compliance folder containing a February interim amendment, an unpaid March submission and no brochure mailing looks like a folder belonging to a firm that has been busy. The Form ADV record is public through the adviser disclosure system, so an examiner, a prospective client or an institutional allocator can read the filing history directly — which means the gap between what the firm believes it did and what the record shows is usually discovered by somebody outside the firm.

6. How Remindax keeps every ADV date covered

Remindax holds the dates and reminds the people who have to act on them. It does not prepare or file Form ADV, submit anything to IARD, draft or deliver your brochure, or advise you on securities or compliance matters.

7. Why spreadsheets fail for Form ADV tracking

A spreadsheet is a good record of dates somebody already decided to write down. Three things about this obligation sit outside that.

A workbook has no way to express that one row is the input to another. Rows in a compliance calendar are peers by construction: each has a date, an owner and a status, and nothing in the format says that the answer in row two cannot be computed until row one is closed. That is exactly the relationship between the 90-day amendment and the 120-day brochure delivery, and it is precisely the relationship a grid of independent dates is built to hide. Both rows go green when somebody ticks them, in either order.

It cannot represent an obligation that is conditional on a judgment rather than a date. “Deliver the brochure if there are material changes since the last annual amendment” is not a deadline in the sense a calendar understands. Neither is “update the fee schedule if you happen to be amending anyway.” A workbook forces these into rows that either always fire, training people to dismiss them, or never fire, at which point they are not being tracked at all. What is actually needed is a prompt to ask a question on a schedule, with the answer recorded either way — the same discipline a trust account reconciliation needs for the same reason: the record that a check was performed and found nothing is the record that matters.

And it treats submitted and accepted as one thing. A cell says filed. The rule says an amendment is not considered filed until the fee is paid. Those are different facts, and only one of them is the one an examiner can see.

A system that counts 90 days from your own fiscal year close, carries the brochure date as something that follows from it, keeps submission and acceptance apart, and asks the interim-amendment question on a schedule is what turns Form ADV from an annual scramble into a set of dates the firm can plan around.

8. Key takeaways

• ✓Form ADV must be amended at least annually, within 90 days of your fiscal year-end, and the annual updating amendment refreshes all items of Parts 1A, 1B, 2A and 2B as applicable — not only what changed.
• ✓Annual brochure delivery within 120 days of fiscal year-end is required if there are material changes since your last annual updating amendment — so the 90-day filing is the reference point that defines the 120-day obligation.
• ✓An other-than-annual amendment is not a partial annual. The instructions expressly excuse it from updating nine items of Part 1A even where the responses have become inaccurate, which is why it can never discharge the annual obligation.
• ✓Part 1A carries two accuracy standards: Items 1, 3, 9 and 11 must be amended promptly if inaccurate in any way; Items 4, 8 and 10 only if materially inaccurate. Item 11, disciplinary information, has no materiality threshold.
• ✓You need not update the brochure between annuals solely because assets under management or your fee schedule changed — but if you are amending for another reason, those items should be updated as part of that interim amendment.
• ✓For SEC-registered advisers, Form CRS must be amended within 30 days of the relationship summary becoming materially inaccurate — the one ADV date measured from an event rather than a year-end.
• ✓An amendment is not considered filed with the Commission until the filing fee is paid, and reporting on the annual amendment that you are no longer eligible for SEC registration starts a 180-day Form ADV-W withdrawal clock from the same year-end.
• ✓Tracking the 90-day amendment from your own fiscal year close — and everything it measures, triggers and clears — is what keeps an adviser's registration current.