The Virginia SCC investment adviser registration is the application that every advisory firm with its principal office in Virginia, or with more than five Virginia clients, must complete and file before it can charge anyone for investment advice. You file it electronically through the Investment Adviser Registration Depository (IARD), which is run by FINRA on behalf of the Virginia Division of Securities and Retail Franchising, and you back it up with a packet of documents sent straight to the Commission.
The core form is Form ADV, the Uniform Application for Investment Adviser Registration, paired with Form U4 for each person who gives advice. Getting a single box wrong can stall your file for weeks, and the Virginia Securities Act makes it a crime to advise for pay before the Commission approves you. About 17,500 advisers are state-registered across the country, and Virginia reviews every Form ADV by hand, so clean paperwork is the fastest path to a green light.
Here is what this guide gives you:
- 📋 A line-by-line walkthrough of Form ADV Part 1, Part 1B, Part 2A, Part 2B, and Form U4
- 💰 Exact fees, the $25,001 net worth rule, and the audited balance sheet trap that sinks new filers
- 🗂️ The full pre-filing checklist of documents the SCC demands before it will even open your file
- 🧭 Three real filing scenarios that show what a solo advisor, a two-partner firm, and an out-of-state advisor each enter
- ⚠️ The ten mistakes that trigger deficiency letters, plus the do’s, don’ts, and FAQs that keep your file moving
What the Form Is and Who Must File It
Form ADV is the master application the federal government and all states share for registering investment advisers. Virginia uses it under 21VAC5-80-10, the rule that lists every item your file must contain. The form has four parts: Part 1A asks about your business in check-the-box format, Part 1B answers state-only questions, Part 2A is your plain-English client brochure, and Part 2B describes the people who give advice. The current Form ADV carries the SEC revision date printed at the top of the PDF, so confirm you are using the version posted at the time you file.
You must register with Virginia, not the SEC, if your firm has its principal place of business in Virginia and manages less than $100 million, or if you have more than five clients who live in Virginia. The SEC handles larger advisers, and Virginia handles the rest. This split is called the de minimis rule, and crossing the five-client line without registering is the most common way out-of-state advisers break the law by accident.
Three groups interact with your filing. FINRA owns the IARD system that collects your form and fees but does not approve you. The Virginia Division of Securities and Retail Franchising reviews and grants the registration. NASAA, the association of state regulators, sets the model rules Virginia follows. The statute behind it all is § 13.1-504 of the Virginia Securities Act, which bars unregistered advisers from doing business.
The consequence of skipping registration is severe. The Commission can issue a cease-and-desist order, fine you, and refer you for criminal prosecution under § 13.1-520. A real-world example: an advisor who moves to Richmond, opens shop, and signs three paying clients before approval has already broken the law, even if the paperwork is “in progress.” A common misconception is that filing Form ADV is the same as being registered. It is not. You are registered only when the Division grants your application, which can take 30 to 60 days or longer.
Before You Start: Documents and Information You Need
Gather everything below before you open IARD, because Virginia treats your application as incomplete until all of it arrives, and an incomplete file does not start the review clock under 21VAC5-80-10.
- FINRA Entitlement (Super Account Administrator) paperwork. You cannot touch IARD without it. Missing this stops you at step one, before any form can be typed.
- Your firm’s legal entity documents. You need the exact legal name, formation state, and EIN of your LLC or corporation, because a name mismatch against your articles triggers a deficiency letter.
- Series 65 (or 66 + 7) exam results. At least one person must show passing scores or an accepted designation; without this, 21VAC5-80-70 blocks the representative registration.
- A client advisory agreement. A copy must reach the SCC; the Division reads it for prohibited clauses, and a missing agreement halts approval.
- A written supervisory and procedures manual. Required under 21VAC5-80-170; without it your file is incomplete even if every box is checked.
- An audited or certified balance sheet dated within 90 days. This proves your financial condition, and a stale or unaudited statement is the single most common reason new files stall.
- Cybersecurity, physical security, and privacy policies. Required under 21VAC5-80-260; these newer items catch many filers off guard.
- A signed affidavit. Virginia-based firms swear they have not advised for pay yet; out-of-state firms swear they had fewer than six Virginia clients in the past 12 months.
- A disaster recovery plan. Required under 21VAC5-80-160 F, this written plan must accompany the packet.
- Advertising samples, stationery, and business cards. The Division reviews these for misleading claims before it approves you.
Set aside the fees too. The firm pays a $200 statutory fee to FINRA through IARD under § 13.1-505 F, each representative pays $40, and FINRA adds a $15 annual IAR processing fee, per NASAA’s Virginia page.
Where to Get the Form and How to Access It
You do not download Form ADV and mail it. You file it inside IARD, the electronic system every state shares. First, request FINRA Entitlement by submitting the Entitlement forms to FINRA, which creates your WebCRD/IARD account and names a Super Account Administrator who controls who can file for your firm.
Once your account is live, you fund it. FINRA holds your fees in a Flex-Funding Account, and the system pulls the $200 firm fee and $40 per representative when you submit. If the account is empty, your submission fails silently, so deposit the money first by check, wire, or e-payment.
The blank federal form lives on the SEC website so you can read it offline and draft answers, and Virginia lists the official version on its FORMS rule page. The documents that cannot be filed through IARD, such as your manual, balance sheet, and affidavit, go straight to the Division of Securities and Retail Franchising at P.O. Box 1197, Richmond, VA 23218, or by courier to 1300 East Main Street, 9th Floor, Richmond, VA 23219.
Step-by-Step: How to Fill Out Form ADV Line by Line
The walkthrough below follows the form in the order it appears on screen. Use the exact item numbers shown in IARD, because the Division refers to them by number when it sends a deficiency notice.
Part 1A, Item 1: Identifying Information
This item asks for your firm’s full legal name and the name you use with clients. Enter the legal name exactly as it reads on your articles of organization, in the same capitalization, then list any “doing business as” name in the next field. For example, Blue Ridge Wealth Advisors LLC goes in the legal-name box, and Blue Ridge Wealth goes in the DBA box if that is your public brand.
A common edge case is a recent name change; if you amended your LLC last month, use the current legal name and report the old one only if asked. The most frequent mistake here is typing a marketing name in the legal-name field, which causes a mismatch when Virginia cross-checks your entity with the State Corporation Commission’s business records and freezes the file. A misconception is that the DBA field is optional fluff; in truth, advertising under an unlisted DBA can be treated as a misleading practice.
Part 1A, Item 2: SEC Registration / State Registration
This item asks whether you are applying with the SEC or with the states. Because you manage under $100 million and your office is in Virginia, you select the state box and then check Virginia as a state in which you are applying. Maria Chen, opening a solo firm in Arlington, checks “Applying for registration with one or more states” and marks Virginia.
The edge case is the mid-size adviser between $90 and $100 million, who may have a choice; read the Form ADV instructions carefully before deciding. The common mistake is claiming SEC eligibility you do not have, which gets your federal filing rejected and wastes weeks. The misconception is that registering in Virginia automatically covers neighboring states; it does not, and advising clients in Maryland or D.C. may require separate filings.
Part 1A, Item 3: Form of Organization
Here you state your legal structure, such as LLC, corporation, or sole proprietorship, and the state and month you formed. Enter Limited Liability Company, Virginia, and the formation month, for example 03 for March. Most new advisers choose an LLC for liability protection.
The edge case is the sole proprietor with no entity at all, who must still answer honestly rather than invent an LLC. The mistake is listing a formation date that does not match your state filing, which the Division will catch. The misconception is that your tax election (S-corp, for instance) changes this answer; it does not, because Item 3 asks about legal form, not tax treatment.
Part 1A, Item 5: Information About Your Advisory Business
This is the heart of Part 1A. It asks how many clients you have, how much money you manage (your regulatory assets under management), the types of clients you serve, and the services you offer. A startup with no clients yet enters 0 for clients and 0 for assets, which is normal and expected. Maria Chen projects her services as financial planning and portfolio management and checks those boxes.
The edge case is the brand-new firm worried that zeros look bad; they do not, because regulators expect startups to begin at zero. The mistake that hurts most is overstating assets under management to look established, which can later be read as a false statement under oath. The misconception is that “assets under management” includes assets you only advise on without authority; read the Form ADV definition closely, since discretionary and non-discretionary assets are counted under specific rules.
Part 1A, Item 8 and Item 9: Participation in Client Transactions and Custody
Item 8 asks about conflicts such as recommending securities you have an interest in, and Item 9 asks whether you hold client cash or securities, which is called custody. Most small Virginia advisers answer no to custody, because custody triggers the $25,001 net worth rule and an annual surprise audit. Enter your answers honestly; if you deduct fees directly from client accounts, you may have a limited form of custody and must say so.
The edge case is direct fee deduction, which some states treat as custody and others do not; Virginia has specific guidance, so check 21VAC5-80-180 before answering. The mistake is checking “no custody” while deducting fees from accounts, which is a misstatement that surfaces in your first exam. The misconception is that custody means you physically hold cash; in practice, the power to withdraw client funds is enough to count.
Part 1A, Item 11: Disclosure Information
This item asks the hard questions: criminal history, regulatory actions, civil judgments, and bankruptcies for the firm and its people. Answer every sub-question truthfully, because IARD links your answers to the disciplinary records FINRA already holds. If you have nothing to report, check no down the list; Maria Chen with a clean record checks no to all.
The edge case is an old, expunged, or dismissed charge; many of these still must be disclosed, so do not guess, and read the question’s exact wording. The mistake that ends careers is answering “no” to a matter that shows up in your CRD record, which the Division treats as a false statement and grounds for denial. The misconception is that minor or old events are too small to matter; the form asks about them on purpose, and hiding them is far worse than disclosing them.
Part 1B: State-Registered Adviser Questions
Part 1B appears only for state filers and asks Virginia-specific questions that the SEC version skips, including additional disclosure and contact details. Answer each item using the same care as Part 1A, and supply the Virginia-required contact for your firm. This part is where many SEC-trained filers stumble, because they have never seen it.
The edge case is an adviser switching from SEC to state registration who must now complete 1B for the first time. The mistake is leaving 1B blank because the federal walkthrough never mentioned it, which leaves your file incomplete. The misconception is that Part 1B repeats Part 1A; it adds new state questions, and skipping it stalls approval.
Part 2A: The Firm Brochure (Plain English)
Part 2A is your client-facing brochure, and Virginia requires it in plain English under the Form ADV instructions, meaning short sentences and no jargon. You write narrative answers covering your services, your fee schedule, conflicts of interest, disciplinary history, and how you manage client money. For example, Blue Ridge Wealth Advisors LLC writes, “We charge an annual fee of 1.00% of assets we manage, billed quarterly in advance.”
The edge case is a firm with an unusual fee model, such as flat or hourly billing, which must still be spelled out clearly. The mistake is copying a template and leaving in fees or services you do not actually offer, which the Division flags as misleading. The misconception is that Part 2A is marketing; it is a disclosure document, and overselling it can create liability.
Part 2B: The Brochure Supplement
Part 2B describes each person who gives advice, listing education, work history for the past five years, any disciplinary events, and other business activities. You complete one 2B for every advisory person at the firm. Maria Chen lists her bachelor’s degree, her Series 65 pass date, and her prior job at a bank.
The edge case is a person with a gap in work history, which must be explained rather than hidden. The mistake is omitting outside business activities, such as selling insurance, which is a disclosable conflict. The misconception is that 2B is only for owners; it covers anyone who provides advice, including employees.
Form U4: Registering Each Investment Adviser Representative
Form U4 registers the individuals, called investment adviser representatives, who actually advise clients, and it is filed in WebCRD alongside Form ADV. Under 21VAC5-80-70, each U4 needs the $40 FINRA fee and proof of passing the Series 65, or the Series 66 plus Series 7. Enter the person’s legal name, Social Security number, ten-year residential and employment history, and answer the disclosure questions.
The edge case is an applicant whose exam was passed years ago; Virginia accepts it if the score has not lapsed under the two-year window rules, so confirm validity. The mistake is a gap in the ten-year address or job history, which the system rejects until every month is accounted for. The misconception is that the firm’s Form ADV registers the people too; it does not, and an unregistered representative cannot legally advise clients even if the firm is approved.
Three Filled-Out Examples Using Real Scenarios
Below are the three most common Virginia filing situations, each followed from start to finish.
Scenario 1: Maria Chen, a solo advisor launching a one-person RIA in Arlington.
| Form Section | What Maria Enters |
|---|---|
| Part 1A, Item 1 (Legal name) | Chen Financial Planning LLC |
| Part 1A, Item 2 (Registration type) | Applying with one or more states; checks Virginia |
| Part 1A, Item 3 (Form of organization) | Limited Liability Company, formed in Virginia |
| Part 1A, Item 5 (Clients / AUM) | 0 clients, 0 assets under management |
| Part 1A, Item 9 (Custody) | No custody |
| Part 1A, Item 11 (Disclosure) | No to all disciplinary questions |
| Part 2A (Brochure) | Fee of 1.00% of assets, billed quarterly |
| Form U4 (Representative) | Series 65 pass date listed; $40 fee paid |
Scenario 2: Patel & Reeves Advisors, a two-partner firm with multiple representatives.
| Form Section | What Patel & Reeves Enters |
|---|---|
| Part 1A, Item 1 (Legal name) | Patel & Reeves Advisors LLC |
| Part 1A, Item 3 (Form of organization) | Limited Liability Company, two members |
| Part 1A, Item 5 (Employees) | 2 advisory representatives, 3 total staff |
| Part 1A, Item 9 (Custody) | Yes, fees deducted directly from accounts |
| Net worth (21VAC5-80-180) | Audited balance sheet showing over $25,001 |
| Part 2B (Supplements) | One supplement for each of the two partners |
| Affidavit | Virginia firm swears no advice given for pay yet |
| Form U4 (Representatives) | Two U4s filed, $40 each, both Series 65 verified |
Scenario 3: David Okoro, an out-of-state advisor crossing Virginia’s five-client line.
| Form Section | What David Enters |
|---|---|
| Part 1A, Item 1 (Legal name) | Okoro Capital Advisors LLC |
| Part 1A, Item 2 (Registration type) | Applying with Virginia plus his home state |
| Part 1A, Item 3 (Home state) | Formed in Maryland |
| Part 1A, Item 5 (Virginia clients) | Reports 7 Virginia clients |
| Affidavit | Out-of-state affidavit on the fewer-than-six threshold |
| Part 2A (Brochure) | Existing brochure, updated for Virginia clients |
| Fees | $200 firm fee paid through IARD Flex-Funding |
| Form U4 (Representative) | His own U4 confirmed registered in Virginia |
How to File the Completed Form
Virginia uses two channels at once: the electronic IARD filing and a separate document packet to the Division. You must complete both, or your file stays incomplete.
- Online through IARD. Submit Form ADV Parts 1A, 1B, 2A, and 2B, plus each Form U4, inside IARD/WebCRD. The system pulls your $200 firm fee, $40 per representative, and the $15 FINRA processing fee from your Flex-Funding Account. Processing on the Virginia side typically runs 30 to 60 days. Keep the IARD filing confirmation and a PDF of your submitted form as proof.
- By mail to the Division. Send the documents that do not fit in IARD, including the client agreement, supervisory manual, balance sheet, affidavit, disaster recovery plan, cybersecurity and privacy policies, and advertising samples, to the Division of Securities and Retail Franchising at P.O. Box 1197, Richmond, VA 23218. There is no extra fee for this packet; the fee rides with the IARD filing. Mail it with tracking and keep the receipt as proof.
- By courier or in person. The same packet may be hand-delivered to 1300 East Main Street, 9th Floor, Richmond, VA 23219. Keep the stamped delivery copy.
There is no fax channel for the registration packet, so do not rely on one. The Division contact for questions is listed on its securities page, and you can call (804) 371-9051 to confirm receipt.
What Happens After You File
Once both pieces arrive, a Division examiner reviews your Form ADV and your document packet by hand. Virginia is a merit state, which means the examiner judges the substance of your filing, not just whether the boxes are filled, so expect questions.
If something is missing or unclear, the Division sends a deficiency letter listing each item by its form number, and the review clock pauses until you fix every point. Most first-time filers receive at least one deficiency letter, often about the balance sheet or the policy documents. Respond fully and fast, because a half-answered deficiency letter triggers a second round and adds weeks.
When the examiner is satisfied, the Division grants your registration and your firm’s status in IARD flips to Approved. Only then may you charge for advice. After approval, you must renew every year by paying the fees through IARD before December 31, keep your Form ADV current within 30 days of any material change, and file your annual updating amendment within 90 days of your fiscal year end.
Mistakes to Avoid When Filling Out the Form
- Typing a marketing name in the Item 1 legal-name box, which causes an entity mismatch and freezes the file.
- Overstating assets under management in Item 5, which can later be read as a false statement under oath.
- Checking “no custody” in Item 9 while deducting fees from client accounts, which surfaces as a misstatement at your first exam.
- Answering “no” in Item 11 to a matter that already sits in your CRD record, which is grounds for outright denial.
- Skipping Part 1B because the federal walkthrough never mentioned it, which leaves your application incomplete.
- Submitting an unaudited or stale balance sheet older than 90 days, which is the top reason new files stall.
- Forgetting the cybersecurity and privacy policies under 21VAC5-80-260, which examiners now demand before approval.
- Filing Form ADV in IARD but never mailing the document packet, which means the review clock never starts.
- Letting your IARD Flex-Funding Account run empty, which causes the submission to fail without a clear error.
- Letting a representative advise clients before the U4 is approved, which is unauthorized activity even if the firm is registered.
Do’s and Don’ts
Do’s
- Do match your firm’s legal name to your State Corporation Commission entity record, because mismatches stop the review.
- Do fund your IARD account before you submit, because the system pulls fees at filing and fails if the account is empty.
- Do disclose every old or minor disciplinary event, because hiding it is treated far more harshly than reporting it.
- Do write Part 2A in plain English, because Virginia rejects jargon-heavy brochures.
- Do keep proof of both your IARD submission and your mailed packet, because you may need to show timing.
- Do answer deficiency letters in full the first time, because partial answers reset the clock.
Don’ts
- Don’t charge any client for advice before the Division marks you Approved, because that violates § 13.1-504.
- Don’t copy a template brochure without removing fees and services you do not offer, because that reads as misleading.
- Don’t assume Virginia registration covers neighboring states, because each state requires its own filing.
- Don’t guess on the custody question, because the answer controls your net worth requirement.
- Don’t omit outside business activities on Form U4 or Part 2B, because they are disclosable conflicts.
- Don’t let your annual renewal slip past December 31, because a lapse can terminate your registration.
Pros and Cons of Filing on Your Own vs. With Help
Pros of filing on your own
- You save the consultant fee, which often runs $2,600 to $3,600 for a one-state, one-representative setup.
- You learn your own compliance obligations deeply, which helps at exam time.
- You control your own timeline and do not wait on a third party.
- You keep all your firm data in-house, which some founders prefer for privacy.
- You build a direct relationship with the Division’s examiners.
Cons of filing on your own
- You risk deficiency letters that add weeks, because the rules are dense and easy to misread.
- You must draft the manual, disaster recovery plan, and policies from scratch, which is time-consuming.
- You may misjudge the custody or net worth rules, which carry real financial consequences.
- You have no expert to catch a disclosure error before it becomes a denial.
- You spend founder hours on paperwork instead of building the business.
Virginia Form ADV Filing vs. SEC Form ADV Filing
| Feature | Virginia State Filing | SEC Federal Filing |
|---|---|---|
| Who qualifies | Office in Virginia, under $100M, or 6+ Virginia clients | Generally $100M or more in assets |
| Regulator that approves | Division of Securities and Retail Franchising | U.S. Securities and Exchange Commission |
| Firm fee | $200 through IARD | No state fee; SEC fee applies separately |
| Part 1B required | Yes | No |
| Extra documents to mail | Manual, balance sheet, affidavit, policies | Generally filed within the system |
| Review style | Merit review, examined by hand | Notice-based federal review |
FAQs
Do I need to register before I take my first paying client?
Yes. You must wait until the Division marks your firm Approved in IARD. Advising for pay before approval violates § 13.1-504 of the Virginia Securities Act.
Do I have to file Form ADV through IARD instead of mailing it?
Yes. Form ADV is filed electronically through IARD. Only the supporting documents, like your manual and balance sheet, go to the Division by mail or courier.
Do startups with no clients enter zero in Item 5?
Yes. A brand-new firm enters 0 for both clients and assets under management. Regulators expect startups to begin at zero, and it does not hurt your application.
Do I write my marketing name or legal name in Item 1?
No. Item 1’s first field takes your exact legal entity name. Your marketing or “doing business as” name goes in the separate DBA field to avoid an entity mismatch.
Do I check “yes” to custody in Item 9 if I deduct fees from accounts?
Yes. In Virginia, deducting fees directly from client accounts can count as a limited form of custody, so review 21VAC5-80-180 and answer carefully.
Do I have to disclose an old, dismissed charge in Item 11?
Yes. Many old, expunged, or dismissed matters still must be disclosed. Read the exact wording of each sub-question, and never guess, because hiding it can mean denial.
Do I need to complete Part 1B even if I filed federal forms before?
Yes. Part 1B is state-only and does not appear in SEC filings. Leaving it blank makes your Virginia application incomplete.
Do I list outside jobs on Form U4 and Part 2B?
Yes. Outside business activities, such as selling insurance, are disclosable conflicts. Omitting them is a common error that examiners flag.
Do I need an audited balance sheet to register?
Yes. Virginia requires an audited or certified balance sheet dated within 90 days of filing. A stale or unaudited statement is the top reason files stall.
Do I pay separate fees for the firm and each representative?
Yes. The firm pays $200, each representative pays $40, and FINRA adds a $15 annual IAR processing fee, all through IARD.
Do I need to pass the Series 65 to register as a representative?
Yes. You need the Series 65, or the Series 66 plus Series 7, or an accepted designation, under 21VAC5-80-70 before your U4 can be approved.
Do I have to renew my registration every year?
Yes. You renew through IARD by paying the firm and representative fees before December 31. A missed renewal can terminate your registration.
Do I need to register in Maryland too if I have clients there?
Yes. Virginia registration does not cover other states. Clients in Maryland or D.C. may require separate filings under those states’ rules.
Do I keep proof after I file?
Yes. Save your IARD submission confirmation and the tracking receipt for your mailed packet, because you may need to prove the timing of your filing.
Related reading
- How to Fill Out Massachusetts Securities Investment Adviser Registration + FAQs
- How to Fill Out Washington DFI Investment Adviser Registration + FAQs
- How to Fill Out Georgia Investment Adviser Registration (Form ADV) + FAQs
- How to Fill Out North Carolina Investment Adviser Registration (NC) + FAQs
- How to Fill Out Virginia SCC Form D Notice Filing (Virginia) + FAQs
- How to Fill Out Virginia SCC Securities Agent Registration (Form U4)
- How to Fill Out SEC Form S-1 (w/Examples) + FAQs