Utah RIA Compliance: Registration & Requirements Guide

Launching a Registered Investment Advisor (RIA) firm in Utah can be a rewarding venture, but getting through the state's specific compliance requirements is a critical first step. If you're a financial advisor going independent or an existing firm expanding into Utah, you'll need to understand exactly what the state expects from you.

This guide covers the registration process, fees, ongoing requirements, and what you need to know to stay compliant. In Utah, RIAs are regulated by the Utah Division of Securities, which operates under the Utah Department of Commerce. The Division's offices are located at the Heber M. Wells Building in Salt Lake City, and you can reach them at 801-530-6600 or securities@utah.gov.

What makes Utah particularly interesting is its economic growth. Over the five years leading up to 2024, Utah ranked 2nd in population growth and 5th in Gross State Product growth among all U.S. states. The state's GSP reached $224.6 billion in 2024, with the Finance and Insurance sector contributing over $16.3 billion. That's a lot of potential clients who need investment advice.

And while the national RIA market saw a net decrease of 322 state-registered firms in 2024, Utah's high-growth economy seems to be bucking that trend. The in-migration of businesses and affluent individuals creates significant demand for financial planning services. So if you're thinking about setting up shop in Utah, you're probably on to something.

Who is Required to Register as an RIA in Utah?

Before you start filling out forms, you need to figure out whether you're even required to register with Utah or if you need to go federal with the SEC instead.

The dividing line is pretty clear. If you have less than $100 million in assets under management (AUM), you'll register with the Utah Division of Securities. Once you hit $100 million or more in AUM, you move up to SEC registration. These SEC-registered firms are called "federal covered advisers," but they still need to file a notice with Utah if they have an office in the state or serve more than five Utah clients.

Here's something important to know about the "de minimis" rule. If you're an out-of-state advisor with no physical office in Utah and you have five or fewer clients in the state during any 12-month period, you don't need to register. But the moment you get a sixth Utah client, you need to start the registration process. The Division also warns that their definition of "client" might be different from the SEC's, so if you're relying on this exemption, make sure you understand Utah's specific interpretation.

If you have a physical office in Utah, registration is required regardless of your client count (assuming you're under the $100 million threshold).

The Utah RIA Registration Process: A Step-by-Step Guide

Getting registered in Utah involves several steps that need to happen in a specific order. It's a process that can take thirty days or longer once you submit everything, so plan accordingly.

Form a Legal Entity

You'll need to establish a formal business structure first. That means setting up an LLC, S-Corporation, or another legal entity with the Utah Division of Corporations and Commercial Code. You might also need local municipal business licenses depending on where your office is located.

File Form ADV Part 1 and Part 2 through IARD

The Investment Adviser Registration Depository (IARD) is the online system you'll use for registration. Before you can access it, you need to apply for an account with FINRA (the Financial Industry Regulatory Authority). FINRA runs the system but doesn't actually regulate state-registered RIAs. If you need help with the IARD system, their Call Center is available at (240) 386-4848.

Form ADV has two parts, and both are required:

Form ADV Part 1 is completed electronically through IARD. This is the check-the-box portion where you disclose information about your business practices, ownership structure, client base, AUM, and any disciplinary history.

Form ADV Part 2 is your client-facing brochure and needs to be uploaded as text-searchable PDFs. It consists of two sections:

• Part 2A (Firm Brochure) details your services, fee schedule, conflicts of interest, brokerage practices, and other business information
• Part 2B (Brochure Supplement) provides information about the specific people who will work with clients, including their education, experience, and any disciplinary history

Register Investment Adviser Representatives (IARs)

Every RIA needs at least one registered IAR, which could be you if you're the principal. Each person acting as an IAR must be registered by filing a Form U4 through the Central Registration Depository (CRD) system. This form captures employment history and any disciplinary issues.

To get licensed as an IAR in Utah, you need to pass either the Series 65 exam, or both the Series 7 and Series 66 exams. Alternatively, Utah accepts certain professional designations in place of the exam requirement, including CFP, CFA, ChFC, CIC, and PFS.

Pay State Filing Fees

All fees are processed electronically through the FINRA IARD system. Here's what you'll pay:

• Investment Adviser (Firm) Initial Registration: $40
• Investment Adviser (Firm) Annual Renewal: $40
• Investment Adviser Representative (IAR) Initial Registration: $30
• Investment Adviser Representative (IAR) Annual Renewal: $30
• Federal Covered Adviser Notice Filing: $70

These aren't huge fees compared to what you'll spend on other startup costs, but they're recurring expenses you need to budget for.

Submit State-Specific Documents

After you complete the electronic filings, Utah requires a few additional items:

You need to send a written notification to the Division that identifies your firm's designated official and clarifies whether you'll have custody of or discretionary authority over client funds or securities.

Utah also has minimum financial requirements. If you have discretionary authority over client funds, you need to maintain a minimum net worth of $10,000. If you have custody of client funds, that minimum jumps to $35,000.

You can meet this requirement either by having the capital (proven with an independently-audited balance sheet) or by obtaining a surety bond for the corresponding amount. If you go the bond route, you'll submit Form 4-5BIA as proof.

Once everything is submitted, the Division will review your application. If they find issues, they'll send you a Comment Letter, and you'll need to resolve all deficiencies before your license is approved. You can monitor your approval status through the IARD system.

Utah RIA Registration and Filing Fees

Let's break down the costs more clearly since you'll be paying these annually:

For the firm itself, you're looking at $40 for initial registration and $40 each year for renewal. Each IAR costs $30 to register initially and $30 annually to renew. If you're a federal covered adviser just filing notice in Utah, that's $70.

So a small shop with one principal and one associate would pay $70 upfront for registration (firm plus one IAR) and $70 every year after that for renewals. Add more team members and the costs scale accordingly, but the per-person fee stays the same.

Ongoing RIA Compliance Requirements in Utah

Getting registered is just the beginning. Staying compliant means maintaining certain practices and filing regular updates.

Annual Form ADV Update

You need to file an annual amendment to your Form ADV within 90 days of your fiscal year-end. This keeps your regulatory information and client disclosures current. If something material changes during the year (like a change in ownership, business address, or disciplinary history), you need to file an "other-than-annual" amendment promptly. The same goes for an IAR's Form U4.

Renewal

All RIA firm and IAR licenses expire on December 31st each year. The renewal process happens automatically through IARD, provided you've pre-funded your account with enough money to cover the renewal fees. So make sure you top up your IARD account in Q4 (probably November or December) or your license will lapse.

Compliance Manual/Written Supervisory Procedures (WSP)

Every Utah RIA must maintain a comprehensive Policies and Procedures Manual, also called Written Supervisory Procedures. This isn't some document you write once and forget about. It's a living document that governs your operations and demonstrates your commitment to compliance. Understanding RIA compliance requirements at both the state and federal level helps ensure your manual covers all necessary areas.

The Division expects you to review this manual at least annually with all employees, and you need to log attendance and get acknowledgments. During examinations, this is one of the first things they'll ask to see.

Your manual needs to cover these areas at minimum:

• Hiring and training processes
• Handling of customer funds and custody procedures
• Protection of confidential client information (privacy policy)
• Review of employee personal securities transactions
• Review of correspondence and electronic communications
• Advertising and marketing material review
• Complaint handling and resolution
• Supervision of solicitor and outside business activities
• Business continuity and disaster recovery planning
• Supervision of branch and remote offices

The Division also recommends including a Code of Ethics that each employee signs and an annual Form ADV update checklist.

Books and Records Requirements

Utah directly adopts the SEC Rule 204-2 for record-keeping requirements. That means you need to comply with the full federal standard for what records you maintain (client agreements, trade records, financial statements, marketing materials) and how long you keep them. This actually simplifies things if you eventually grow to SEC registration, but it does place the entire burden of federal record-keeping rules on state-registered advisers. Many firms find that SEC compliance software helps manage these record-keeping obligations more efficiently.

For out-of-state advisers registered in Utah, there's an exemption if you're already in full compliance with your home state's record-keeping requirements.

Financial Requirements

If you have custody of client assets or require prepayment of advisory fees over $1,200 six or more months in advance, you need to file an audited balance sheet with the Division annually.

Cybersecurity: A Core Compliance Obligation

Here's where things have gotten serious recently. The Utah Division of Securities has made cybersecurity a top enforcement priority, and they're treating it as a core part of your fiduciary duty to clients.

The stakes are high. The FBI reported nearly $6.5 billion in investor losses from investment-related cybercrime in 2024. Utah residents alone lost over $26 million to business email compromise scams (that's phishing, basically).

In September 2025, the Division issued an Investment Adviser Cybersecurity Update strongly recommending that all Utah RIAs adopt a written incident response program modeled after the SEC's modernized Regulation S-P. This program should be designed to detect, respond to, and recover from unauthorized access to customer information, including procedures for assessing incidents, containing damage, and notifying affected individuals within 30 days.

And here's the kicker. The Division announced in 2025 that it was conducting a focused examination of all Utah state-covered RIAs specifically on cybersecurity practices. The examination materials explicitly state that failure to comply with the Division's requests constitutes a "dishonest or unethical business practice" under Utah rules. So cybersecurity preparedness is directly linked to a formal rule violation, making it one of the most critical compliance areas.

During examinations, the Division has noted common failures like keeping passwords in unsecured spreadsheets, sharing email credentials, weak vendor oversight, and using outdated systems. If you're using Luthor's AI-powered compliance review tools for your marketing materials, that same attention to systematic risk management should extend to your cybersecurity policies too. Working with reputable RIA custodians that maintain strong cybersecurity standards is another layer of protection for client assets.

Frequently Asked Questions (FAQ) about Utah RIA Compliance

How long does it take to get registered as an RIA in Utah?

The Division states the review process can take thirty days or longer after you submit all your documents and fees. If they find deficiencies, they'll send a Comment Letter, and you'll need to address those issues before approval. Building in extra time for back-and-forth is smart, so if you're planning to launch on a specific date, start the process at least two months ahead.

Does Utah have a "de minimis" exemption?

Yes. Out-of-state advisors with no physical office in Utah and five or fewer clients in the state during any 12-month period don't need to register. But once you get that sixth client, registration becomes required. The Division also notes their definition of "client" may differ from the SEC's, so check with them if you're close to the threshold.

What are the exam requirements for IARs in Utah?

You need to pass either the Series 65 exam, or both the Series 7 and Series 66 exams. If you already hold certain professional designations like CFP, CFA, ChFC, CIC, or PFS, Utah accepts those in lieu of the exam requirement.

Do I need a physical office in Utah to register?

If you're under $100 million in AUM and you have a physical office in Utah, then yes, you need to register with the state regardless of how many clients you have. If you're out-of-state with no Utah office, the de minimis rule applies (five or fewer clients means no registration required).

What happens during a Division examination?

The Utah Division of Securities can conduct examinations of your books and records at any time. You'll typically receive an Examination Cover Letter that initiates the audit, and you'll have a deadline (often 30 days) to respond by completing an Examination Submission Form and providing requested documents. The Division assigns an investigator who will review documents, analyze records, and potentially conduct interviews with firm personnel and clients. The recent statewide cybersecurity examination provides a clear model of this process.

What are the Division's current enforcement priorities?

Based on recent actions, the Division is focused on protecting vulnerable adults (particularly seniors from fraudulent schemes), fee reasonableness and disclosure, and cybersecurity. In October 2025, they helped secure approximately $25.6 million in restitution for victims of a precious metals scheme targeting seniors. They've also removed the previous $275 per hour soft cap on advisory fees but stated they'll place greater emphasis on fee analysis during compliance examinations.

Final Thoughts

Compliance in Utah isn't just about checking boxes. It's about building a sustainable practice that protects your clients and your business. The Division has established a clear framework that borrows heavily from federal standards while maintaining state-level focus on key investor protection areas.

A few things stand out as you build your compliance program. First, get the registration process right from the start by paying close attention to Utah's specific financial and notification requirements. Second, your Policies and Procedures Manual is non-negotiable. It's your operational constitution and the first thing examiners will review. Third, cybersecurity has moved from best practice to core fiduciary duty, so you need dedicated resources and a formal, tested incident response plan. And finally, be prepared to rigorously document and justify your fee structures, because fee analysis is an area of increasing scrutiny.

The Division uses what you might call a "guidance-then-examination" model. They issue updates and alerts that basically preview future audit priorities. So when they publish something new, treat it as a heads-up about what they'll be looking for in upcoming examinations.

Managing compliance across multiple areas (cybersecurity policies, marketing materials, fee disclosures, client communications) can feel overwhelming, especially for smaller firms. That's where systematic approaches help. Luthor's AI-powered compliance platform lets you automatically review marketing assets for compliance issues, reducing the risk, effort, and time it takes to tackle marketing compliance at scale. When you're juggling registration requirements, annual filings, and examination prep, having RIA compliance software that streamlines at least some of the compliance workload can be pretty valuable.

If you're setting up a new RIA in Utah or expanding your existing practice into the state, getting compliance right from day one sets you up for long-term success. Utah's growing economy and influx of affluent residents create real opportunities for investment advisors who are willing to meet the state's standards.

Ready to simplify your compliance process? Request demo access to see how Luthor can help you review your marketing materials for compliance automatically, so you can spend more time serving clients and less time worrying about regulatory missteps.

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