Colorado Expands Notice Filing Requirements

The Colorado Division of Securities has new investment adviser notice filing requirements, based on recent amendments to the Colorado Securities Act. Previously, an SEC-registered adviser was required to notice file in Colorado only if it maintained an office in the state or employed an investment adviser representative with a Colorado place of business. Under the new “transacting business” standard, an SEC-registered adviser with six or more Colorado clients must now notice file in Colorado, and a state-registered adviser with six or more Colorado clients must obtain a Colorado license, regardless of whether the firm has any physical presence in the state. This brings Colorado’s notice-filing requirements in line with the majority of the other states.

Firms that serve Colorado clients should review their client rosters now and make any required filing promptly. Please reach out if you would like help assessing your firm’s status or completing the filing.

Annual Registration and Notice-Filing Renewals

Each year, investment advisers and their registered personnel are required to renew their registrations for the following year, to ensure that continuous registrations are maintained. This also marks a key time for advisers to review their current registrations and notice-filings, as well as their active rosters of registered personnel, to confirm that all registrations and notice-filings are maintained in all appropriate jurisdictions. Please reach out to [email protected] for help this year.

Recommended Actions

Form U4 Review, Updates, and Renewal Fees

During the annual renewal process, we suggest that advisers review their roster of registered personnel, their registration statuses, and the contents of their representatives’ Form U4. As part of that process, the firm should:

• Ensure that all personnel are registered in all appropriate jurisdictions;

Notice Filing (SEC-Registered Firms) and Firm Registration (State-Registered Firms)

• Terminate (via Form U5) the registration of personnel who are no longer associated with the firm or registrations of personnel whose job activities no longer necessitate registration;

• Prepare and file Form U4s for personnel who are not yet registered but whose job activities necessitate registration;

• Update or re-confirm the details contained in each registered person’s Form U4;

• Ensure that representatives remain in good standing with any advertised professional designations; and

• Ensure that adequate funding is maintained in the firm’s Renewal Account or Flex Funding account to cover the respective renewal fees.

Changes to a representative’s Form U4 (e.g., changes to job title, changes to outside business activities, etc.) may result in changes to the representative’s Form ADV Part 2B, if applicable.

Firms should review their current notice-filing status (on Form ADV Part 1, Item 2.C) or state registration status (on Form ADV Part 1B, Item 1) to:

• Ensure the Firm is notice filed or registered in all appropriate jurisdictions based on the number of clients in each;

• Ensure the Firm is notice filed or registered in all appropriate jurisdictions based on where it maintains places of business;

• Withdraw any notice filings or state registration if they are no longer required; and

• Ensure that adequate funding is maintained in the firm’s FINRA account to cover the respective notice filing or registration fees.

Industry Resources

Registrations and registration renewals are completed through the FINRA Gateway system. Below is guidance that FINRA has published about the renewal process, including answers to some of the most frequently asked registration renewal questions:

• FINRA Annual Renewal Guidance
• FINRA Renewal FAQs

Key Dates

Here are some dates to keep in mind for the annual renewal process:

• October 2026: Review and update roster, as necessary
• November 8, 2026: File any Form U5s or withdraw unnecessary notice filings prior to this date
• November 9, 2026: Preliminary renewal statements issued
• December 7, 2026: Deadline for receipt of preliminary renewal statement payments
• December 27, 2026 – January 1, 2027: FINRA/IARD system offline and unavailable for filings
• January 2, 2027: Final renewal statements issued
• January 22, 2027: Deadline for receipt of final renewal statement payments

Ask For Help!

Determining registration and notice-filing requirements for firms and firm personnel can be complicated. Use of the FINRA Gateway system for registrations and renewals presents its own unique set of questions. Please do not hesitate to reach out to [email protected] if you have any uncertainty about whether and to what extent your firm or personnel need to be registered, or if you need any other help navigating the annual renewal process. Thank you!