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Launching a Registered Investment Advisor firm in Oklahoma can be a rewarding venture, but the state's compliance requirements are, well, quite detailed. And honestly, if you're thinking about going independent or expanding your existing firm into Oklahoma, getting the regulatory pieces right from the start matters more than you might think.
This guide is for financial advisors who are going independent, existing firms expanding into Oklahoma, or anyone who needs to understand how the state's rules actually work. You'll learn about the registration process, what it costs, and what you need to do to stay compliant year after year.
In Oklahoma, RIAs are regulated by the Oklahoma Department of Securities and the Oklahoma Securities Commission. So right from the start, you need to know that state-specific rules apply on top of federal guidelines.
It's worth mentioning that the investment advisory sector is experiencing some serious growth right now. Nationally, the number of SEC-registered advisers climbed to 15,870 in 2024, with total assets under management rising 12.6% to $144.6 trillion and clients served hitting 68.4 million. The state-registered market is similarly active. According to NASAA's 2025 Annual Report, state regulators oversee 16,575 firms, and the 2024 Investment Adviser Industry Snapshot showed that 16,296 state-registered advisers managed $417.1 billion for over 830,000 clients. That's a lot of activity, and getting your registration right is part of participating in this market.
Before you start filling out forms, you need to figure out whether you're registering with Oklahoma or the SEC. This decision is mostly about your assets under management.
The $100 million mark is the line in the sand. If you've got $100 million or less in AUM, you register with the Oklahoma Department of Securities. Above that, you generally go to the SEC.
But here's something to keep in mind. This threshold was set by the Dodd-Frank Act back in 2011, and it hasn't changed since. In April 2025, SEC leadership signaled that staff had been told to evaluate whether $100 million still makes sense given market growth and inflation over the past 14 years. Some industry analysis suggests the threshold could go up to somewhere between $150 million and $250 million. If that happens, thousands of advisers would shift from SEC registration to state-level registration, which would make guides like this one even more relevant.
For out-of-state advisers who don't have a physical presence in Oklahoma, there's what's called a de minimis exemption. This rule is spelled out in the Oklahoma Uniform Securities Act of 2004, specifically in Title 71, Section 1-403.
Under this statute, an investment adviser with no place of business in Oklahoma doesn't have to register with the ODS if the firm has had five or fewer clients who are Oklahoma residents during the preceding twelve months. This exemption doesn't include institutional investors. So if you serve a sixth residential client, or you actively solicit business in the state, you need to register.
The de minimis exemption goes away if you have a physical office in Oklahoma. Any physical place of business in the state means you must register with the ODS, no matter how many clients you serve.
The registration process is handled electronically and requires several state-specific documents. Let me walk you through it.
You need to establish your RIA firm as a formal legal entity first. This means registering with the Oklahoma Secretary of State as a Limited Liability Company, S-Corporation, or another appropriate structure. You can't just operate as a sole proprietorship under your personal name.
The core of your application goes through the Investment Adviser Registration Depository, which is run by FINRA. Here's what you'll file:
Form ADV Part 1 is an electronic-only form with details about your firm's business, ownership, clients, employees, and any disciplinary history.
Form ADV Part 2A (sometimes called "The Brochure") is client-facing. This narrative document describes your services, fees, investment strategies, risks, and conflicts of interest. The SEC requires it to be written in "plain English," which means avoiding jargon and making it readable for regular people.
Form ADV Part 2B (the "Brochure Supplement") details the professional background, education, and disciplinary history of the specific individuals at your firm who provide investment advice to clients.
Each person who provides investment advice on behalf of your RIA firm needs to register as an Investment Adviser Representative. This is also done through the IARD system by filing Form U4.
The ODS requires IARs to pass certain exams. The specific rule, Oklahoma Administrative Code 660:11-7-13, says an applicant must pass one of these combinations:
The Series 65 (Uniform Investment Adviser Law Examination), or the Series 7 (General Securities Representative Examination) and the Series 66 (Uniform Combined State Law Examination) together. Applicants also need to pass the Securities Industry Essential examination.
The exam requirement gets waived if you hold an active professional designation like Certified Financial Planner, Chartered Financial Analyst, or several others. The Oklahoma Department of Securities accepts eleven specific designations.
Oklahoma charges filing fees for registration. Here's what you'll pay:
Firm Registration Fee: $400
IAR Registration Fee: $50 per individual (this is actually a bit lower than many states)
Annual Renewal Fees: You'll pay $400 for the firm and $50 per IAR each year
According to NASAA's 2025 data, state-level filing fees range from $45 to $900 across the country, so Oklahoma's fees are in the middle of the pack.
Oklahoma requires some additional documents beyond the standard ADV forms. You'll need to submit:
Financial Statements or Balance Sheets. If your firm has custody of client assets or charges fees six months or more in advance, Oklahoma requires an audited balance sheet. Otherwise, an unaudited statement prepared by an accountant is probably fine, but check the current requirements.
Sample Client Advisory Agreements. The state wants to see the actual contracts you'll use with clients.
Written Supervisory Procedures or Compliance Manual. This is a detailed document outlining how your firm will meet its regulatory obligations. We'll talk more about this in a minute because it's important.
Let me give you the fee breakdown again in a clearer format:
For firm registration, you'll pay $400 initially and then $400 each year for renewal. For each Investment Adviser Representative, it's $50 to register and $50 annually to renew. So if you're a solo adviser, you're looking at $450 upfront and then $450 every year after that. If you've got three advisers on staff, that's $550 initially and annually.
The average state filing fee across all states is around $300, so Oklahoma is a bit higher than average but not dramatically so.
Getting registered is one thing. Staying compliant is another, and honestly, this is where a lot of firms run into trouble if they're not paying attention. Understanding the broader RIA compliance requirements helps put Oklahoma's specific rules in context.
You're required to file an annual amendment to your Form ADV within 90 days of your fiscal year-end. This keeps your information current with the state. If there are material changes to your business during the year (like a change in ownership or a new location), you may need to file amendments sooner.
Annual renewal happens at the end of the calendar year, typically in December. You renew through the IARD system, pay your renewal fees, and confirm that all your information is accurate. Missing the renewal deadline can lead to your registration lapsing, which means you can't legally operate.
This is maybe the most important ongoing requirement. You need a tailored, state-specific compliance manual that covers how your firm actually operates. Oklahoma (and the SEC) expects your manual to include policies on things like:
Code of Ethics. This covers conflicts of interest, personal trading by employees, and how you'll act in clients' best interests.
Cybersecurity Policy. This has become a huge focus for regulators. The SEC's 2025 Examination Priorities list cybersecurity as a top area of focus, and for good reason. Cyber incidents affecting financial services increased significantly in 2024, with attack volumes up 40% according to PwC's retrospective report. RIA firms are increasingly targeted because they hold sensitive financial data. Your cybersecurity policy needs to address data protection, incident response, and employee training. (Learn more about RIA cybersecurity compliance requirements.)
Business Continuity Plan. What happens if your office floods or your systems go down? You need a plan for how you'll continue serving clients during disruptions.
Privacy Policy. How you handle client data and personal information needs to be documented and followed.
These aren't just boxes to check. Examiners will look at whether you're actually following the procedures you've written down. And if you're using someone else's template without adapting it to your specific business, that's going to be obvious.
This is one area where having the right tools can help. Marketing materials, client communications, and even social media posts need to comply with regulations, but reviewing everything manually is time-consuming and leaves room for error. That's part of why some firms are starting to use RIA compliance software and AI-based tools like Luthor, which can automatically review marketing assets for compliance issues. It doesn't replace your compliance program, but it can reduce the time and effort spent on routine reviews.
You need to maintain records of client communications, trade records, advisory agreements, billing statements, and other documents. The specific retention periods vary by document type, but generally you're looking at keeping most records for at least five years, with the first two years in an easily accessible location.
If your firm has custody of client assets (meaning you can directly access or move client funds), Oklahoma requires you to maintain a minimum net worth of $35,000. If you charge advisory fees six months or more in advance, you need a minimum net worth of $10,000. These requirements are designed to ensure firms have enough financial stability to operate responsibly.
The timeline varies quite a bit depending on how prepared you are. If you've got all your documents ready and your Form ADV is complete, the actual review by the Oklahoma Department of Securities typically takes about 4 to 6 weeks. But realistically, most firms should plan for 2 to 3 months from start to finish because it takes time to prepare your compliance manual, get your legal entity formed, and gather all the required documents. If the state has questions or requests additional information, that can add more time.
Yes, as we mentioned earlier. If you don't have a physical office in Oklahoma and you have five or fewer Oklahoma resident clients in the past twelve months, you don't need to register with the state. But once you hit that sixth client or open an office, registration is required.
IARs must pass either the Series 65 exam, or the combination of the Series 7 and Series 66 exams. Everyone also needs to pass the Securities Industry Essential exam. If you hold certain professional designations like CFP or CFA, you can get the exam requirement waived.
No, you don't need an office to register. But if you do have a physical office in Oklahoma, then registration is required regardless of how many clients you have in the state.
Getting your RIA registered in Oklahoma involves quite a few steps, from determining whether you need state or SEC registration, to filing the right forms through IARD, to maintaining ongoing compliance with annual filings and detailed policies. The state's requirements are pretty specific, and the ongoing obligations don't go away once you're approved.
The key things to remember are that the $100 million AUM threshold determines your registration level (though that might change), that you need both a firm registration and individual IAR registrations, and that your compliance manual needs to be more than just a generic template. Cybersecurity is increasingly important, and keeping proper records is non-negotiable.
If you're expanding into Oklahoma or going independent, take the time to get these pieces right from the start. The investment in doing it properly pays off in smoother examinations and fewer headaches down the road.
Managing compliance at scale
One of the persistent challenges for RIA firms is keeping up with compliance requirements across all your marketing materials, client communications, and digital presence. Manual review processes can be slow and inconsistent, which increases risk.
Luthor is an AI-based tool that allows you to automatically review marketing assets for compliance. It can help reduce the risk, effort, and time needed to manage marketing compliance at scale, whether you're a solo adviser or a growing firm. If you're looking for ways to make your compliance processes more efficient without sacrificing quality, it might be worth checking out.
Request demo access to see how automated compliance review works for your specific situation.