United States
Hong KongForm ADV brochure delivery deadlines
A registered investment adviser generally delivers its current Form ADV Part 2A brochure before or when it enters an advisory contract with a client.
More key points
- If the brochure has material changes since the last annual update, the adviser delivers an updated brochure or a summary of material changes within 120 days after fiscal year-end.
- A brochure supplement is due before or when the supervised person begins advising the client.
On this page8 sections
- Initial brochure: before or at the contract
- Annual delivery follows material changes
- The supplement follows the person who gives advice
- Know the exceptions without overgeneralizing
- A quick exam checklist
- Initial delivery and annual update
- Supplements follow the people who serve clients
- A compliance calendar that works
Form ADV’s brochure rule answers three different timing questions: when the client gets the firm’s brochure, what happens after a material annual update, and when the client receives information about the individual who will advise them. Keep those deliveries separate. Each has its own trigger.
| Document | Who receives it | When it is delivered |
|---|---|---|
| Current Part 2A brochure | Client or prospective client | Before or at the time the adviser enters the advisory contract. |
| Updated brochure or summary of material changes | Each client, if the brochure has material changes since the last annual update | Annually, within 120 days after the adviser’s fiscal year ends, without charge. |
| Part 2B brochure supplement | Client or prospective client | Before or at the time the supervised person begins providing advisory services. |
Initial brochure: before or at the contract
The current federal rule requires a registered adviser to deliver its current brochure before or at the time it enters an investment advisory contract with the client. The brochure describes the adviser’s services, fees, business practices, and conflicts. Delivering it is part of disclosure; it does not replace the adviser’s other duties to explain material facts and act in the client’s interest.
A common distractor uses the former “48 hours before, or at signing with a five-business-day cancellation right” formulation. That is not the current SEC delivery timing. Apply the current before-or-at-contract rule unless the question explicitly asks about a different registration regime or a historical rule.
Annual delivery follows material changes
If the brochure contains material changes since the adviser’s last annual updating amendment, the adviser must provide an annual delivery within 120 days after the fiscal year ends. It can deliver the current brochure, including or accompanied by a summary of material changes, or send the summary and offer to provide the current brochure without charge with the required contact information.
The material-change condition matters. Do not state that the federal annual delivery requirement applies in the same way when there have been no material changes. Also separate this client-delivery obligation from filing the annual updating amendment with the SEC.
The supplement follows the person who gives advice
Part 2B describes a supervised person’s education, business experience, other business activities, and disciplinary history. Deliver the current supplement before or when that person begins to provide advisory services to the client. The relevant supervised person is one who formulates advice with direct client contact or makes discretionary investment decisions for the client.
When a team has more than five supervised persons, the rule limits supplement delivery to the five with the most significant day-to-day responsibility for that client’s advice. That is a delivery rule, not permission to omit material information about the advisory relationship.
Contract signed: Part 2A. Material annual update: the annual brochure or change summary. A person starts advising: Part 2B supplement.
Know the exceptions without overgeneralizing
The rule has narrow exceptions. A brochure need not be delivered to certain registered investment company or business-development-company clients when the specified contract condition is met, or to a client receiving only impersonal advice for a fee below the regulatory threshold. Related exceptions apply to supplements. Do not turn these limited cases into a general exemption for advisory clients.
A quick exam checklist
- Identify whether the question asks about the firm brochure or an individual supplement.
- For a new client contract, deliver Part 2A before or at contract entry.
- For annual delivery, confirm a material change and apply the 120-day window after fiscal year-end.
- For a new supervised person, deliver Part 2B before or when the person begins advising the client.
- Check whether a narrow regulatory exception applies, then consider any separate state or fiduciary disclosure duty.
Initial delivery and annual update
The SEC brochure rule generally requires an investment adviser to deliver its current Part 2A brochure to a client before or when the advisory contract is entered. That timing applies even if the agreement is oral, subject to limited exceptions. The brochure explains the firm’s services, fees, methods, disciplinary information, conflicts, and other required items. The client must receive the disclosure in the required form; merely filing it on IARD does not by itself complete delivery.
Within 120 days after the end of each fiscal year, the adviser generally must deliver either an updated brochure containing a summary of material changes or a separate summary of material changes with an offer to provide the updated brochure. The adviser must provide the updated brochure promptly on request. If the annual amendment has no material changes, the delivery requirement may differ; confirm the current rule and firm registration status.
Supplements follow the people who serve clients
Part 2B brochure supplements give information about supervised persons who provide advisory services, including education, business experience, disciplinary history, and how the person is compensated or supervised. The supplement is generally delivered before or when that person begins providing advisory services to the client. A team-based arrangement or a person with no direct client contact may fit an exception or different application, but firms should document the roles and review the rule text.
A material disciplinary event can trigger interim disclosure obligations; annual timing does not let an adviser wait if the rule requires prompt amendment or delivery. The firm should have a process for monitoring disclosures, updating the filing, identifying affected clients, and documenting delivery. Changes in staff, ownership, compensation, disciplinary status, and services should be routed to compliance quickly.
A compliance calendar that works
Maintain a calendar keyed to fiscal year-end, contract start dates, staff assignments, amendment dates, and delivery method. Assign an owner for drafting, legal or compliance review, IARD filing, client distribution, bounced-email follow-up, and retention of evidence. Reconcile the client list to the delivery log. Electronic delivery can be efficient, but consent, access, and proof-of-delivery procedures must meet applicable requirements.
For exam questions, separate initial Part 2A delivery, annual update or summary delivery within 120 days, and Part 2B supplement delivery when a supervised person begins work. Identify who is the client and whether an exception applies. The high-frequency trap is confusing the Form ADV filing deadline with the client delivery deadline; the adviser may have both obligations, and one does not satisfy the other.
Common questions
When must an SEC-registered adviser deliver its Form ADV Part 2A brochure?
Before or at the time it enters into an investment advisory contract with a client, subject to the rule’s limited exceptions.
When is the annual Form ADV brochure delivery due?
Within 120 days after fiscal year-end if the brochure has material changes since the last annual updating amendment. The adviser can deliver the current brochure or a summary of material changes with an offer to provide the brochure.
When is Form ADV Part 2B delivered?
Before or at the time the supervised person begins providing advisory services to the client, subject to the rule’s exceptions and the team-size limitation.
Is the old 48-hour brochure rule still current?
No. The current SEC rule says to deliver the brochure before or at contract entry. Do not use the former 48-hour and cancellation-period alternative as the current federal standard.
When is Form ADV Part 2A initially delivered?
Generally before or when the adviser enters an advisory contract with the client, subject to the rule’s limited exceptions.
What is the annual 120-day deadline?
Within 120 days after fiscal year-end, deliver an updated brochure with a material-change summary or the summary and offer to provide the updated brochure.
When is a Part 2B supplement delivered?
Generally before or when the supervised person begins providing advisory services to the client, subject to applicable exceptions.