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Launching a Registered Investment Advisor firm in North Carolina can be one of the best moves you make, but getting through the state's compliance requirements is probably the part that keeps you up at night. And honestly, for good reason. The investment adviser industry is growing fast. Total assets under management across the country hit $144.6 trillion in 2024, serving more than 68 million clients. That's a 12.6% jump from the previous year.
This guide is written for financial advisors who are going independent, existing firms thinking about expanding into North Carolina, and anyone who needs to understand what's actually required to register and stay registered in this state. You'll learn about the registration process, the fees you'll pay, the ongoing requirements that'll become part of your business routine, and the specific rules that North Carolina enforces a bit differently than other states.
In North Carolina, RIAs are regulated by the North Carolina Secretary of State, Securities Division. That's your regulatory authority. Not the banking folks, not some federal agency for day-to-day oversight (unless you cross that $100 million AUM threshold). The Securities Division is who you'll be working with, and they're serious about investor protection.
So, do you actually need to register in North Carolina? Well, it depends on a few things.
The first thing to understand is where you fall on the AUM scale. If you're managing under $100 million in assets, you'll typically register with the state. Once you hit $100 million or more, you move up to SEC registration and will need to meet different requirements, often using SEC compliance software to manage the additional obligations. But there's talk that the SEC might increase that threshold, maybe to $150 million. If that happens, a whole bunch of mid-sized advisers currently with the SEC would need to register with their state regulators instead. Something to keep an eye on.
For now, if you're below that $100 million mark and you have a place of business in North Carolina or clients here, you're looking at state registration.
North Carolina has what's called a de minimis exemption. Basically, if you don't have an office in the state AND you have fewer than six clients who live here (so five or fewer), you don't have to register. But be careful with how you count clients. Institutional investors like banks, insurance companies, or employee benefit plans with at least $1 million in assets don't count toward that five-client limit. So you could have three individual clients and ten institutional ones in North Carolina and still qualify for the exemption, as long as you don't have a physical office there.
Having a physical office in North Carolina pretty much seals the deal. You need to register. The state law doesn't spell out exactly what "place of business" means in super fine detail, but it does defer to the federal SEC definition for guidance. If you're renting office space, meeting clients there regularly, or have any kind of consistent physical presence, that's going to count.
Alright, so you've figured out you need to register. What does that actually look like?
First things first, you need a formal business structure. An LLC, an S-Corp, whatever makes sense for your situation. You can't register as just yourself without any business entity behind you.
The Investment Adviser Registration Depository, or IARD, is the online system you'll use for registration. It's run by FINRA, but don't get confused. FINRA operates the system but doesn't regulate state-registered RIAs. The North Carolina Securities Division is still your regulator. They just review everything through FINRA's platform.
You'll need to complete two main forms:
Form ADV Part 1: This is the electronic application where you lay out your business structure, ownership, types of clients, services you offer, any affiliations, and your disciplinary history (if any). It's detailed.
Form ADV Part 2A (The Brochure): This is written in plain English for your clients. It's a narrative document that explains your services, how you charge fees, what kinds of analysis you do, any conflicts of interest, and disciplinary information. You upload this as a PDF to the IARD system.
Along with these forms, North Carolina will want to see some additional documents: a copy of your client advisory agreement, a current balance sheet (which needs to be audited if you'll have custody of client funds), and your corporate formation documents like your articles of incorporation. If you're planning to have custody arrangements, you'll want to work with one of the established RIA custodians to ensure everything is set up correctly from the start.
Your individual advisors need to register too. This happens through a different system called the Central Registration Depository (CRD). Each person files Form U4, which is basically their personal application covering their work history, where they've lived, any outside business activities, and any legal or regulatory issues.
They'll also need to prepare Form ADV Part 2B, which is a brochure supplement about them specifically. It covers their education, professional background, any disciplinary history, and conflicts of interest.
North Carolina requires IARs to prove competency. Most people do this by passing an exam. You've got a couple of options:
There are some ways around the exam requirement. If you hold certain professional designations and they're in good standing, you're exempt. These include CFP (Certified Financial Planner), CFA (Chartered Financial Analyst), ChFC (Chartered Financial Consultant), PFS (Personal Financial Specialist), or CIC (Chartered Investment Counselor).
You'll pay fees to both North Carolina and the IARD/CRD system. Here's how it breaks down for 2025:
RIA Firm:
Each IAR:
So if you're registering a firm with three advisors, you're looking at $300 for the firm plus $270 for the three IARs, coming to $570 total.
Just to make this crystal clear, here are the total fees for getting started in 2025:
Initial Registration Fees (2025):
Annual Renewal Fees:
The renewal fees are the same as the initial fees. You'll pay these every year by December 31. The Securities Division won't send you a reminder, so put it on your calendar. If you miss the deadline, your registration terminates and you can't do business in the state starting January 1.
Getting registered is one thing. Staying compliant is where the real work happens. Understanding the full scope of RIA compliance requirements becomes critical once you're up and running.
Every year, you need to file an update to your Form ADV within 90 days of your fiscal year-end. For most firms using a December 31 year-end, that means the deadline is March 31. If something material changes before then, like a change in ownership or services, you need to file an amendment within 30 days of the change.
Your registration expires on December 31 every year. The renewal process happens through IARD, and it usually opens up in November. You'll see a preliminary renewal statement posted to your IARD E-Bill account. Make sure there's enough money in that account because the fees get debited automatically. And again, the state won't remind you. Miss the renewal, and you're out of business on January 1.
You need a compliance manual. Not a generic template you downloaded somewhere, but one that's actually tailored to your business. This should cover things like:
These aren't just nice-to-haves. If your policies aren't specific to your actual business, examiners will call that out. Compliance programs and supervision were among the top deficiencies found in state examinations in 2025.
This is where things get a bit tricky. The North Carolina Investment Advisers Act says you need to keep records for three years. But here's the thing: the administrative rule that actually governs this says five years. So if you're going by the statute and tossing records after three years, you're technically in violation.
The rule (18 NCAC 06A.1706) requires that you maintain general books and records like journals, ledgers, order memoranda, and client communications for at least five years from the end of the fiscal year when the last entry was made. For the first two years of that five-year period, these records need to be in an "easily accessible place" within North Carolina, though you can request a waiver to keep them elsewhere.
Corporate documents like your articles of incorporation need to be kept for at least three years after you close the business.
North Carolina requires you to maintain a minimum net worth at all times. How much depends on what you're doing:
The state's definition of net worth is pretty strict. It excludes most intangible assets like goodwill or patents, and it also excludes personal assets that aren't readily marketable, like your home, car, or furniture. If your net worth drops below the required minimum, you have to notify the Administrator by the close of business the next business day and file a detailed financial report.
Let's talk about cybersecurity for a minute because this is a huge focus right now. The SEC adopted new cybersecurity rules in June 2024, and state regulators are paying close attention. Cybersecurity was listed as one of the top examination deficiencies in NASAA's 2025 report.
In North Carolina, having a cybersecurity policy isn't optional. The Securities Division's Cybersecurity Initiative page makes it clear: as part of your books and records obligations, you must keep and maintain policies and procedures that are specific to your business, including cybersecurity policies. If you don't have one, you're violating the mandatory books and records requirements. Many advisors using RIA compliance software find it easier to maintain compliant marketing materials at scale, which becomes especially important when cybersecurity policies govern how client communications are stored and reviewed.
The state offers a voluntary Cybersecurity Initiative where they'll review your policies and procedures, but make no mistake, having the policy in the first place is mandatory.
The statute says registration becomes effective at noon on the 30th day after you file your application, assuming there are no issues. But in practice, you should probably plan for about 45 days. It's common for the Securities Division to send a deficiency letter asking for clarifications or additional documents, and that pauses the 30-day clock.
Yes. If you don't have a place of business in North Carolina and you have five or fewer clients who are residents of the state (not counting institutional investors), you're exempt from registration.
IARs need to pass either the Series 65 exam, or the combination of Series 7 and Series 66. If they hold certain professional designations like CFP, CFA, ChFC, PFS, or CIC, they're exempt from the exam requirement.
If you have a place of business in North Carolina, you need to register, regardless of how many clients you have in the state. The de minimis exemption only applies if you don't have an office there.
No. North Carolina doesn't require fingerprints as part of the IAR registration process.
Yes. North Carolina explicitly requires that solicitors register as investment adviser representatives with the firm they're soliciting for.
Getting registered as an RIA in North Carolina isn't exactly simple, but it's doable if you understand what's required. The key things to remember: know your AUM threshold, file everything through IARD and CRD, pass the exams (or have the right designations), pay your fees on time, and build a compliance program that's actually specific to your business.
The ongoing requirements are where a lot of firms struggle. Keeping up with annual filings, maintaining that five-year records retention, staying on top of your cybersecurity policies, and making sure your net worth doesn't dip below the minimums. It's a lot to manage, especially when you're probably also the firm's Chief Compliance Officer.
If you're looking at this list and feeling a bit overwhelmed by the marketing compliance piece, you're not alone. Most advisors we talk to say that reviewing ads, social media posts, and client communications for compliance takes up way more time than they'd like. That's where tools like Luthor come in. It's an AI-based platform that automatically reviews your marketing assets for compliance issues, so you can reduce the risk and effort of staying compliant at scale. It won't make promises about your business outcomes (because that would be non-compliant), but it can help you spend less time worrying about whether that email blast is going to get you a deficiency letter.
If that sounds useful, request demo access and see how it works for your practice.