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Start Here! United Kingdom Financial Professionals Registering as Investment Advisers in the United States

United Atlantic Legal Services

In a January post we discussed the registration process for United Kingdom-based financial services professionals as investment advisers in the United States. The feedback we received on that post was that we need to make things easier to understand. Today we have created a checklist of things that financial professionals in the United Kingdom will want to think through as they consider registration as an investment adviser in the United States.

What is an “investment adviser” in the United States?

Ask yourself the following questions:

  • Do you (or your firm) provide advice or issue analysis or reports concerning securities to clients in the United States?
  • Is the advice you (or your firm) are giving or the analysis/reports you are creating with respect to the value of securities or on the advisability of investing in, purchasing or selling securities?
  • Do you (or your firm) receive compensation for the advice, reports or analysis?

If you answer yes to these three questions, then there is a high likelihood that you meet the definition of an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).

Are you required to register as an investment adviser?

Assuming you meet the definition of an investment adviser, then we consider whether you are required to register as an investment adviser under the Advisers Act.  Note that there are some types of investment advisers (typically smaller investment advisers) that register with individual state regulators. Larger, and foreign (i.e., those based in the United Kingdom) typically register with the Securities and Exchange Commission (“SEC”).

You may be aware that there is exemption from registration for foreign advisers under the Advisers Act. This means that, despite meeting the definition of an investment adviser and despite not being prohibited from registration with the SEC, there is an exemption upon which certain foreign advisers may rely on to avoid registration.

What is the foreign adviser exemption from registration?

For investment advisers located in the United Kingdom the “foreign private adviser exemption” is most likely to apply. The foreign private adviser exemption is available to United Kingdom investment advisers that:

  1. have no place of business in the United States;
  2. have, in total, fewer than 15 clients in the United States and investors in the United States in private funds advised by the investment adviser;
  3. have aggregate assets under management attributable to these clients and investors of less than $25 million; and
  4. generally, do not hold themselves out to the public in the United States as an investment adviser.

If you meet this criteria, despite meeting the definition of an investment adviser, you would still be exempt from registration. However, you may wish you still consider registration.

Why would a foreign adviser that is exempt from registration still elect to register?

Again we note that you may have an exemption from registration as foreign adviser but you are not prohibited from doing so. As such, a foreign adviser with clients in the United States may elect to register with the SEC. Just because you may be exempt from registering as an investment adviser in the United States that does not necessarily mean you want to. Registering as an investment adviser may have significant benefits with the SEC.

Many foreign investment advisers with relatively small numbers of clients can elect to remain exempt from SEC registration. However, we find that many foreign investment advisers who meet this exemption may waive the exemption and elect to register (as they are not prohibited from registering, as discussed above). These foreign investment advisers typically find that attracting investors (particularly large institutional investors) becomes easier when they are able to tell those investors that there is a layer of regulatory oversight.

However, there are several additional considerations that foreign investment advisers will want to look at when contemplating registration in the United States. The registration process can be surprisingly complicated and nuanced. Begin by considering if you meet the definition of an investment adviser in the United States. Then, look at whether registration with the SEC is required (or preferred).

United Atlantic Legal Services is a boutique law firm focused on providing exceptional services to its investment adviser and private fund manager clients. We are dedicated to maintaining an efficient, transparent practice that is focused on providing tailored solutions after getting to know the details of each and every client’s business plan. 

When working with you through the entire investment Adviser Launch Process, we have three goals mind:

  • Efficiency. We understand that our efficiency is beneficial to both the investment adviser as well as United Atlantic Legal Services. The more we understand about your business earlier in the process, the more efficient we will be during the registration process.
  • Transparency. Ensuring that you understand where we are at in the registration process at all times is a constant priority for United Atlantic Legal Services. We clearly explain the process, help identify potential roadblocks, and work closely with you to ensure that filings are made correctly and timely. Communication is key.
  • Tailored Solutions. Each investment adviser is different, and we work to ensure that your unique business is accurately reflected throughout the registration process. We do not provide cookie-cutter registration services. United Atlantic Legal Services provides a holistic, highly tailored registration program that meets your specific business needs.

We thank you for allowing us to work with you and we look forward to your firm’s successful launch. Please contact us by visiting our website at

About Our Founder

Michael Rasmussen

Michael Rasmussen is the founder of United Atlantic Legal Services and expert on registering investment advisers in the United States.

Michael Rasmussen is the founder of United Atlantic Legal Services and an expert on registering investment adviser firms in the United States. He is a licensed attorney in Florida and registered solicitor in the United Kingdom. Michael has acted as General Counsel and Chief Compliance Officer to several investment advisers, including private fund managers, responsible for the management of billions of dollars in client assets. 

Michael is also the founder of FinProLaw, an online learning platform where Michael has created courses designed for investment adviser compliance professionals. These courses include:

  • Investment Adviser Compliance Essentials for Chief Compliance Officers
  • Foundations of Investment Adviser Compliance
  • What is a “Security”?
  • Investment Adviser Marketing Rule
  • Regulation A – Exemption from Registration
  • Regulation Crowdfunding – Exemption from Registration
  • Regulation D – Exemption from Registration

Investment adviser firms who are also clients of United Atlantic Legal Services can receive many of these courses at a significantly reduced fee or, in some cases, at no expense. Contact us today or visit the FinProLaw to learn more.

Please visit Michael’s website to learn more about Michael and his insights into the investment adviser industry. He can also be found on LinkedIn.