Welcome to the November 14, 2025 edition of On The Docket, which includes the following content:
- No excuse to back-burner compliance obligations
- Form CRS redelivery reminder for SEC-registered advisers
- A Look Inside the Treasury/IRS
- Refresher re: Reg S-P requirements with respect to client NPI
- Your disclosures “may” be insufficient
- The SEC’s Compliance Outreach Events on Reg S-P
- Reg S-P amendments compliance deadline rapidly approaching for SEC-registered advisers with $1.5B or more in RAUM
- Guidelines to follow when paying a third party “promoter”
- 2026 Renewal Program
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Happy reading.
– Chris
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No excuse to back-burner compliance obligations
It may be tempting for RIAs to back-burner their compliance obligations during the government shutdown, but I suggest the opposite.
Just because the SEC may not be conducting routine exams at the moment does not mean there is a corresponding abatement of rules or regulations.
Instead, use the shutdown as an opportunity to catch up on compliance to-dos that may have fallen through the cracks so that you can be prepared when your exam straw is drawn. Examples could include:
- Memorialize a “best execution” analysis of your recommended custodian(s)
- Perform vendor due diligence
- Complete any outstanding annual compliance reviews
- Sync Form ADV Part 1, 2A, 2B, Form CRS, client agreement(s), compliance manual, and code of ethics to weed out any inconsistencies
- Review/sync outside business activities in IARs’ Form U4s and Form ADV Part 2Bs
- Assess if you’ve crossed or are about to cross a Form 13F or Form 13H filing threshold
- Confirm the existence of access persons’ initial holdings reports, annual holdings reports, and quarterly transaction reports (and/or statements) under the Code of Ethics rule
- Confirm appropriate disclosures exist for testimonials, endorsements, and third-party ratings under the Marketing Rule
- Fish for any unintended custody triggers and the potential need to undergo an annual surprise custody exam
- Inventory conflicts of interest and determine if any additional disclosures are warranted in Form ADV Part 2A, 2B, Form CRS, or otherwise
Form CRS redelivery reminder for SEC-registered advisers
Reminder for SEC-registered advisers: You must re-deliver Form CRS to existing clients at or before the time you:
- Open a new account for a client that is different from the client’s existing account(s)
- Recommend that the client roll over assets from a retirement account into a new or existing account or investment
- Recommend or provide a new brokerage or investment advisory service or investment that does not necessarily involve the opening of a new account and would not be held in an existing account
But what makes a new account “different” from existing accounts? What is a “new investment advisory service” or a “new investment”?
SEC guidance is slim, the Form CRS FAQs provide a few helpful examples that trigger re-delivery:
- Converting from a non-advisory brokerage account to an advisory account, or vice versa
- Adding new investment options or capabilities (e.g., adding margin capability, options eligibility, or changing from a “financial planning only” relationship to one in which assets are managed)
Conversely, simply adding another account holder or beneficiary to an advisory agreement does not trigger Form CRS re-delivery.
Also – remember that Form CRS must be posted “prominently” to your public website, if you have one. To eliminate the need to update the Form CRS hyperlink on your website each time a new version of Form CRS is uploaded through IARD, we generally recommend linking directly to the Form CRS version that is publicly available through IAPD using the following URL syntax:
https://reports.adviserinfo.sec.gov/crs/crs_{{INSERT FIRM CRD #}}.pdf.
This is a static link that should remain the same each time a new version of Form CRS is uploaded through IARD.
—–Resources—–
🔖 Additional Delivery Requirements to Existing Clients and Customers
A Look Inside the Treasury/IRS
It’s absolutely bonkers to hear what it’s like inside the Treasury/IRS and federal gov’t in general through the lens of a private sector tech founder.
I’ve admired the biz/ops/leadership perspective of @SamCorcos during his tenure at Levels; I can only imagine the Gordian Knot that still lies ahead.
Access the 3-hour podcast here.
Refresher re: Reg S-P requirements with respect to client NPI
Given the compliance date for the newly-amended Reg S-P is right around the corner for larger firms, the below-linked SEC allegations of “aiding and abetting a violation of Rule 10 of Regulation S-P” seem all the more relevant.
The matter at hand involves an advisor that transitioned from one advisory firm to his own, and in the process allegedly:
“…sent to his personal email nonpublic personal information belonging to his then-employer’s clients, including names and account balances, and directed clerical employees to send to his personal email client nonpublic personal information, including names, addresses, phone numbers, email addresses, account values, and fees charged. On at least one occasion, according to the complaint, [the advisor] forwarded the information to his future business partner at [his new advisory firm].”
While this case also involves a variety of other alleged improprieties, the Reg S-P element is a helpful if brief refresher on what Reg S-P currently (and as amended) requires with respect to client NPI.
—–Resources—–
Your disclosures “may” be insufficient
The word “may” strikes again… this time in the context of insufficiently-disclosed conflicts of interest associated with incentive compensation paid to advisory personnel in connection with plan-to-IRA rollovers.
Just a single word in a conflict of interest disclosure can materially affect whether an SEC exam evolves into an enforcement proceeding.
Insufficient disclosure: “Advisory personnel may receive additional compensation for recommending a plan-to-IRA rollover”.
Better disclosure: “Advisory personnel will receive additional compensation for recommending a plan-to-IRA rollover.”
Even better disclosure: “Advisory personnel will receive additional compensation for recommending a plan-to-IRA rollover. This additional compensation is paid to advisory personnel either as a flat dollar amount per rollover recommended and/or a percentage of the assets rolled over into an IRA under our management. This incentive compensation structure creates a financial incentive for advisory personnel to recommend that you rollover your retirement plan assets to an IRA under our management, which is a conflict of interest. We address this conflict of interest by fully disclosing it to you in this brochure, by only recommending plan-to-IRA rollovers when believed to be in your best interests, and by reminding you that you have the option to keep your retirement plan assets in your retirement plan.”
—–Resources—–
The SEC’s Compliance Outreach Events on Reg S-P
For anyone holding out hope that the compliance deadline for the impending Reg S-P amendments would get delayed like FinCEN’s AML/CFT rule, the SEC appears to have put that hope to bed.
The SEC is hosting 3 free/public Compliance Outreach events on Reg S-P… the first of which was held on September 25th and focused on large firms. All 3 events are “scheduled according to their corresponding compliance deadline published in the Regulation S-P rule amendments.”
- Large firm compliance deadline ($1.5B or more in AUM): December 3, 2025
- Small firm compliance deadline (Less than $1.5B in AUM): June 3, 2026
—–Resources—–
Reg S-P amendments compliance deadline rapidly approaching for SEC-registered advisers with $1.5B or more in RAUM
The deadline for SEC-registered RIAs with $1.5B or more in RAUM to comply with the SEC’s Reg S-P amendments is Dec. 3, 2025.
SEC-registered RIAs with less than $1.5B in RAUM have until June 3, 2026 to comply.
The most material aspect of the Reg S-P amendments require SEC-registered investment advisers to:
✘ Adopt a written incident response program reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information.
✘ Notify affected clients as soon as reasonably practicable after the adviser becomes aware (but no later than 30 days after the adviser becomes aware) of an incident in which client sensitive information has been accessed in an unauthorized fashion.
✘ Perform due diligence and monitoring of service providers, and ensure such service providers notify the adviser within 72 hours of becoming aware that a breach in security has occurred, resulting in unauthorized access to a customer information system maintained by the service provider. For purposes of Reg S-P, a “service provider” is any person or entity that receives, maintains, processes, or otherwise is permitted access to customer information through its provision of services directly to the adviser.
I’ve linked a helpful summary / checklist article from Sidley Austin below, as well as a few other resources:
—–Resources—–
🔖 Reg S-P (the rule text itself)
🔖 Adopting Release to the Reg S-P Amendments
🔖 Small Entity Compliance Guide
Guidelines to follow when paying a third party “promoter”
Want to pay a third party “promoter” for client referrals?
RIAs should follow the compliance checklist below as a guide:
🕵🏻♂️ Confirm that the promoter is not an “ineligible person” under federal securities laws
📜 Enter into a written agreement with the promoter that describes the scope of services and compensation to be paid
🧾 Disclose the promoter’s status as a client or non-client, the compensation paid to the promoter for the referral, and any material conflicts of interest associated with the referral relationship to each referred client at the time of the referral
👀 Perform periodic ongoing oversight and due diligence of the promoter to ensure continued compliance with the Marketing Rule and the terms of the agreement with the promoter
💌 Update ADV Part 1, Item 5.B.(6) and Item 8.H.(1), as well as ADV Part 2A, Item 14
⚖️ Though ostensibly the responsibility of the promoter and not the RIA per se, the promoter should also assess whether the promoter needs to become duly qualified and registered as an IAR with any state securities authorities.
Want a deeper dive? ➡️ I wrote an article on the topic
2026 Renewal Program
It’s that time of year again to renew your investment adviser registrations and notice filings for the 2026 calendar year. This is a very important process to complete by the listed deadline, as failure to do so will likely result in the summary termination of your firm’s registration and/or notice filings – and therefore necessitate the need to re-register and/or re-notice file the firm from scratch.
Luckily, the renewal process is very straightforward, and simply involves depositing sufficient funds into your IARD Renewal Account online via E-Bill by following the steps below.
Renewal payments must be received, cleared, and deposited by December 8th, 2025. To allow sufficient time for payment processing and in case there are any processing errors, we recommend you make your deposit as soon as possible, but in any event no later than a few days before the December 8th, 2025 deadline.
- Log into https://gateway.finra.org/app/ebill/renewals/pay-renewal-fees using your “Super Account Administrator” or “SAA” login credentials.
- Within E-Bill, click on the “Renewal” tab. You should see a Renewal Balance listed as a negative number, reflecting the amount you are to deposit into your Renewal Account online to pay your 2026 renewal fees.
- Note: Exempt Reporting Advisers (“ERAs”) may or may not be required to pay a renewal fee depending on whether the ERA is filed with the SEC or one or more states. If your Renewal Balance is listed as “$0.00 – No Fees Owed,” or no Renewal Statement is available for review, you do not have a renewal fee payment obligation.
- Note: Exempt Reporting Advisers (“ERAs”) may or may not be required to pay a renewal fee depending on whether the ERA is filed with the SEC or one or more states. If your Renewal Balance is listed as “$0.00 – No Fees Owed,” or no Renewal Statement is available for review, you do not have a renewal fee payment obligation.
- To pay the listed Renewal Balance, click the “Pay Renewal Fees” tab, ensure the payment amount is at least equal to the Renewal Balance, select your preferred payment method and enter your checking account details, check the Terms and Conditions box, and click the “Submit” button. Please refer to the screenshot below for a sample visual.
- You should receive a confirmation and receipt via email, but we recommend logging back in to E-Bill a few days after you submit your payment just to confirm that your Renewal Balance reflects “$0”.
- Any fees incurred after you pay your Renewal Balance but before the end of the year (for additional state registrations, notice filings, U4 filings, opening new exam windows, etc.) will be captured on your final Renewal Statement, which will be posted to E-Bill on January 2nd, 2026. To the extent there are any additional fees owed, the deadline to pay such additional fees is January 23rd, 2026.
- If you want to download a PDF version of your Renewal Statement, you may do so by clicking the “Generate Statement” button at https://gateway.finra.org/app/ebill/renewals/sub-tabs/renewal-history.
For further detail, please refer to the 2026 Renewal Program Calendar and the Annual Renewal Program website.
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