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Launching a Registered Investment Advisor firm in Ohio can be rewarding, but the state's specific compliance requirements present a complex first step that's known for tripping up even experienced advisors. Success depends on understanding a web of state-specific rules, mandatory document reviews, and regulatory expectations that can delay your firm's launch or trigger expensive deficiencies.
This guide is for financial advisors moving to independence, existing RIA firms expanding into Ohio, and compliance officers who need a clear, actionable resource on the state's requirements. You'll learn about the entire Ohio RIA process, from initial registration triggers and filing fees to Ohio's unique pre-licensing examination and the ongoing compliance requirements that challenge veteran advisors.
In Ohio, RIAs are regulated by the Ohio Division of Securities (the Division), which is part of the Ohio Department of Commerce. While all initial applications are filed through the national Investment Adviser Registration Depository system, the Ohio Division of Securities conducts its own thorough manual reviews to enforce its specific rules and statutes. Understanding both state and federal requirements, including SEC compliance software solutions, can help firms manage their regulatory obligations more effectively.
The numbers tell a story about why this guide matters. According to September 2025 legislative testimony from the Ohio Division of Securities, the Division oversees 3,380 investment adviser firms and 21,859 investment adviser representatives as of July 1, 2025. Nationally, there are 16,575 state-registered investment advisers, with 76% having two or fewer employees. These are small businesses under the regulatory microscope.
And that scrutiny is intensifying. The Division stated clearly in its 2025 testimony that it "prioritizes its examination resources on on-site examinations of state-registered investment advisers, where the Division is the sole regulator." Unlike broker-dealers, who are co-regulated by FINRA, state-registered RIAs are solely Ohio's responsibility. The spotlight isn't diffused, it's aimed directly at firms like yours.
In 2024, Ohio Securities Commissioner Andrea Seidt issued a public warning about unlicensed finfluencers, noting that 30% of American adults who sought financial advice in 2023 turned to social media. This public crackdown on unlicensed advice creates increased scrutiny on licensed professionals. The Division will be watching closely to ensure its 21,859 licensed IARs are clearly differentiated by their strict adherence to fiduciary standards, advertising rules, and robust compliance.
Determining registration jurisdiction, whether with the state of Ohio or the U.S. Securities and Exchange Commission, is the first step. This is primarily determined by Assets Under Management, but state-specific rules regarding place of business and client count are equally important.
Ohio follows the standard established by the Dodd-Frank Wall Street Reform and Consumer Protection Act to delineate state and federal registration.
State Registration (Ohio): Firms with $100 million or fewer in regulatory assets under management must be licensed and regulated by the Ohio Division of Securities.
SEC Registration (Federal): Firms with more than $100 million in AUM are generally required to register with the SEC and will be subject to federal, not state, regulation.
This $100 million threshold isn't static. In an April 2025 speech, then-Acting SEC Chairman Mark T. Uyeda signaled that the SEC is evaluating raising this AUM threshold. This has massive implications. If the SEC raises the registration floor, thousands of currently SEC-registered firms could be forced to de-register from the SEC and transition to state-level registration. This potential "forced transition" makes this guide essential reading not only for new RIAs but also for established SEC-registered firms that may soon be navigating Ohio's state-specific system.
For RIA firms physically located outside of Ohio, registration isn't required if the firm qualifies for Ohio's de minimis exemption. This exemption is defined in the Ohio Revised Code § 1707.141(A)(4).
An out-of-state advisor isn't required to register in Ohio as long as the firm meets both of the following conditions:
The firm has no "place of business" in Ohio, AND during the preceding 12-month period, the firm has had not more than five clients who are residents of Ohio.
Registration with the Ohio Division of Securities becomes mandatory before the firm engages its sixth Ohio client.
The five-client exemption is immediately voided if the firm has a "place of business" in Ohio, regardless of client count. This is a trap for firms in the post-pandemic remote-work era.
The Ohio Administrative Code 1301:6-3-01(G) provides a broad definition of "place of business" as "an office at which the investment adviser or investment adviser representative regularly provides investment advisory services, solicits, meets with, or otherwise communicates with clients."
This definition poses a risk. A single IAR working from their home office in Columbus or Cleveland who "regularly communicates with clients" from that location could be deemed a "place of business" by the Division. This would void the five-client exemption for the entire firm, even if the firm's headquarters is in New York and that IAR is their only Ohio-based employee.
This risk isn't theoretical. As detailed later in this report, the SEC recently fined an Ohio-based RIA $100,000 for failing to supervise a remote-working IAR who was defrauding clients. This case underscores the regulator's focus on supervisory procedures for remote personnel, which begins with proper registration.
Ohio's registration process is notable for its manual, front-loaded review of core compliance documents. An application isn't merely filed, it's examined.
The RIA firm must be a formal legal entity (e.g., LLC, S-Corporation, Partnership) registered with the Ohio Secretary of State.
All RIA registrations are processed through the Investment Adviser Registration Depository, an online system operated by FINRA on behalf of state regulators. The firm must create an account to submit all forms and fund all fees.
The core of the application is Form ADV, which is filed electronically via IARD.
Form ADV Part 1: This is the online portion of the application. It details the firm's ownership, business practices, clients, AUM, and any disciplinary history.
Form ADV Part 2 (A & B): This is the narrative, client-facing brochure. Part 2A details the firm's services, fees, and conflicts of interest. Part 2B (the brochure supplement) details the background, education, and disciplinary history of the specific IARs who will be advising clients. These are typically uploaded as PDF files.
Each individual providing investment advice on behalf of the RIA must be licensed as an IAR.
File Form U4: The Uniform Application for Securities Industry Registration or Transfer must be electronically filed via the IARD/WebCRD system for each IAR.
Submit Fingerprints: Ohio requires all IARs to be fingerprinted for a background check. For Ohio residents, this must be done via an approved electronic WebCheck location. The results must be sent directly to the Division. This requirement is typically waived only if the applicant has current, approved prints on file with FINRA/CRD from a previous registration.
Pass Required Exams: Per OAC 1301:6-3-16.1(B), Ohio requires IARs to demonstrate competency by having passed either the Series 65 (Uniform Investment Adviser Law Examination) OR the SIE (Securities Industry Essentials) + Series 7 (General Securities Representative) + Series 66 (Uniform Combined State Law Examination).
Exam Waivers: The exam requirement is waived for individuals who currently hold one of the following professional designations in good standing: CFP (Certified Financial Planner), CFA (Chartered Financial Analyst), ChFC (Chartered Financial Consultant), CIC (Chartered Investment Counselor), or CPA/PFS (Certified Public Accountant with Personal Financial Specialist designation).
The firm must pre-load its IARD "Flex-Funding" account with sufficient funds to cover the state registration fees for both the firm and all its IARs. The application won't be processed until the fees are paid.
This is the most important and unique step in Ohio's process, and the one that most often delays new firms. After the IARD filing, the Ohio Division of Securities requires what it terms a "Pre-Licensing Examination."
This isn't a test for the IAR. It's a mandatory review of the firm's core compliance and legal documents.
Per the Division's official Investment Adviser Handbook (Appendix E), applicants must provide the following documents directly to the Division for review before a license will be granted:
A copy of all Client Advisory Agreements the firm intends to use. A complete copy of the firm's Compliance Manual / Written Supervisory Procedures. The WSP must include a Business Continuity Plan and a Disaster Recovery Plan. A copy of all proposed business cards for IARs. A copy of any Solicitor Agreements the firm will use. A list of all proposed branch offices, employees, and their job duties. A statement on how the firm will comply with recordkeeping and financial statement requirements.
This manual review is a hurdle. An advisor who downloads a generic, non-state-specific contract template will almost certainly have their application rejected. Ohio regulators are known for not allowing mandatory arbitration clauses in client advisory agreements. The Division's Pre-Licensing Examination requires the submission of this agreement. A standard template contract containing such a clause will be flagged, a deficiency notice will be issued, and the entire registration process will be halted, delaying the firm's launch by weeks or even months.
Ohio's registration fees are paid to the State of Ohio via the IARD system. For the initial firm registration, you'll pay $200. Each Investment Adviser Representative registration costs $75. Annual renewal fees for the firm are $200, and for each IAR it's $75.
These fees don't include system processing fees charged by FINRA for use of the IARD/WebCRD systems, which include a $15 annual processing fee for IARs and a variable firm fee ($40 to $225) based on AUM. Annual renewal fees are identical to initial fees and are managed through the IARD renewal process, which begins in November for the following calendar year.
Registration is only the beginning. The Ohio Division of Securities expects a "culture of compliance" and, as its 2025 testimony confirms, actively prioritizes state-registered firms for examination. Meeting RIA compliance requirements on an ongoing basis is what separates successful firms from those that face regulatory issues.
All RIAs must file an annual updating amendment to their Form ADV within 90 days of their fiscal year-end. This amendment updates all responses in Form ADV Part 1 and provides clients with an updated Form ADV Part 2A (or a summary of material changes). For the vast majority of firms using a December 31 fiscal year-end, the 2025 filing deadline is Monday, March 31, 2025.
The annual renewal process for Ohio RIA firms and IARs takes place at the end of each calendar year. Firms must renew through the IARD system, and this process typically begins in November for the following calendar year.
A firm's compliance manual is its single most important document.
The Law: OAC 1301:6-3-44(H) requires all Ohio-licensed RIAs to "adopt and implement written policies and procedures reasonably designed to prevent violations" of the Ohio Securities Act. This rule also mandates that the firm review these policies "no less frequently than annually" for adequacy.
Ohio-Specific Requirements: As established in the Pre-Licensing Examination process, Ohio's WSP must include, at a minimum:
Cybersecurity Policy: A top 2025 priority for both the SEC and NASAA.
Business Continuity Plan: Must include documented succession planning.
Code of Ethics.
Privacy Policy.
For firms using marketing materials (and let's be honest, most do), ensuring every piece of content complies with Ohio's advertising rules can feel overwhelming. Tools like Luthor can help streamline the review process for marketing assets, reducing the time and effort required to maintain compliance at scale.
The Law: OAC 1301:6-3-15.1(E) details the extensive list of books and records that must be created, maintained, and preserved. This includes items like general ledgers, client suitability information, and copies of all client communications, mirroring the federal SEC rule.
The Off-Channel Communications Time Bomb: A recent amendment to Ohio's record-keeping rule, OAC 1301:6-3-15.1(E)(1)(g), explicitly incorporated "electronic, digital, and internet communications" into the retention requirements. This isn't a trivial update. It directly aligns Ohio's state-level rule with one of the SEC's most aggressive enforcement initiatives. In January 2025, the SEC announced a massive enforcement sweep, fining major firms like Blackstone ($12 million) and KKR ($11 million) for widespread "failures to maintain and preserve electronic communications," specifically for advisors using unapproved, unarchived platforms like WhatsApp for business. The fact that Ohio's state rule explicitly includes these "digital communications" means that Ohio's 3,380 state-registered firms are being held to the same standard as multi-billion dollar SEC-registered firms. A small RIA without a robust archiving and supervision solution for text messages, social media, and other digital platforms is in clear violation of Ohio law and presents an easy target for examiners.
Solvency: Ohio's primary financial requirement is that all licensed IAs must "remain solvent" at all times.
The Custody Rule Trap: This is a major financial and compliance trap for new firms. If an RIA is deemed to have "custody" of client assets, it triggers additional compliance burdens.
What is Custody? Custody isn't just holding client stock certificates. Ohio regulators are clear that custody can be triggered by common, seemingly innocuous practices like "fee deductions" (i.e., debiting advisory fees directly from client accounts). Working with qualified RIA custodians can help firms understand and manage these custody-related obligations.
The Consequence: If an Ohio RIA has custody of client funds or securities (even if only due to fee deduction), it's required to provide audited financial statements to the Division. This is a substantial and costly annual requirement that many new firms are unprepared for.
While the general industry average for RIA registration is 45 to 90 days, Ohio's timeline is highly dependent on the quality of the initial application. Because Ohio conducts a Pre-Licensing Examination that involves a manual review of all compliance and client-facing documents, any deficiencies will cause delays. An application submitted with a non-compliant advisory agreement (e.g., one with an arbitration clause) will be rejected pending correction. The Division may terminate applications with "unresolved deficiencies" that remain pending for more than 180 days.
Yes. As defined in ORC § 1707.141(A)(4), an out-of-state advisor that has no "place of business" in Ohio isn't required to register until it has more than five clients who are Ohio residents within a 12-month period.
An IAR must pass the Series 65 or the SIE + Series 7 + Series 66 examination combination. The Division waives this requirement for IARs who hold active designations such as the CFP, CFA, ChFC, CIC, or CPA/PFS.
No. Registration is triggered by either having a "place of business" in the state or by exceeding the five-client de minimis rule. But firms must be cautious, as a remote IAR's home office may be deemed a "place of business" under OAC 1301:6-3-01(G) if the IAR "regularly communicates with clients" from that location, thereby triggering registration.
As this guide demonstrates, Ohio isn't a "file and forget" state. It's a detail-driven jurisdiction where regulators are the sole examiners for the state's 3,380 RIAs and actively prioritize them for on-site examinations.
Success requires understanding Ohio-specific requirements. A mandatory Pre-Licensing Examination that manually reviews and approves a firm's compliance manual and client contracts before a license is granted. A strict prohibition on mandatory arbitration clauses, a common feature in generic contracts that will halt an Ohio application. A requirement for costly audited financials if the firm has custody, a status that can be triggered by the common practice of direct fee deduction. An explicit off-channel communications rule that holds small Ohio firms to the same compliance standard as the billion-dollar firms being fined millions by the SEC for unarchived text messages.
Launching an Ohio RIA correctly is a high-stakes, front-loaded process. An application delayed by a deficient compliance manual or a non-compliant client agreement costs valuable time and revenue. An ongoing compliance failure can lead to six-figure fines, as recent 2024 to 2025 enforcement actions show.
So what's the path forward? Well, getting the documentation right from the start matters. Every piece of marketing content, every client communication, every advisory agreement needs to align with Ohio's requirements. For firms looking to reduce the risk and effort of staying compliant, particularly when it comes to reviewing marketing materials at scale, RIA compliance software like Luthor offers an AI-based solution designed specifically for this challenge. It's not a silver bullet (nothing is), but it can help you tackle marketing compliance more efficiently so you can focus on what you do best: serving your clients.
Ohio's regulatory standards are high, and they're not getting any lower. But with the right preparation, the right documentation, and the right tools to support your compliance efforts, you can launch your firm with confidence and keep it running smoothly for years to come.