Georgia Extends RIA De Minimis Exemption

Registered Investment Advisers in Georgia can take advantage of a “de minimis” registration exemption, according to a new Implementation Order dated December 31, 2010. In that Order, the Georgia Securities Commissioner has exempted from registration any adviser with fewer than six clients within the preceding twelve months. Although the Georgia Securities Act of 1973 contained such an exemption, the more recently enacted Georgia Uniform Securities Act of 2008 did not, providing only an exemption to advisers that have no office in Georgia.

Under the National Securities Markets Improvements Act (NSMIA), Congress precluded states from requiring registration for investment advisers that have no place of business in that state and direct business communications to not more than five non-institutional clients in any single year. But the Georgia exemption goes further, exempting advisers that do have a place of business in the state so long as they have five or fewer clients of any type.

One of the main consequences of the exemption is that it exempts hedge fund advisers that only advise the fund. This result occurs because of a separate rule defining such a fund as as single “client.”

The Order is effective “until further order of the Commissioner.”

Parker MacIntyre provides legal and compliance services to investment advisers, broker-dealers, registered representatives, hedge funds and issuers of securities, among others. Our regulatory practice group assists financial service providers with the complex issues that arise in the course of their businesses, including compliance with federal and state laws and rules.

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