Does My Offering Require an Investment Advisor in Alabama?
You have been directed to review this information because you notice filed an offering that may involve a pooled investment fund. While the filing is not deficient, you may have additional responsibilities under Alabama or federal law which may require attention. The examples below are provided in an effort to assist you in determining whether further consideration is needed related to the offering and are based on the types of filings we routinely received in our office.
A pooled investment fund is created to pool money from multiple investors and is required to be registered, notice filed or can be exempt from registration. Some pooled investment funds, such as items 2 and 3 below, may require an investment adviser registered with the Alabama Securities Commission. The Commission website provides links to the registration requirements for investment advisers and our de minimis exemption for investment advisers, referenced above. Further information about the registration of dealers, agents, investment advisers and investment adviser representatives can be found in the Commission Administrative Code Chapter 830-X-3.
Other pooled investment funds, such as those found in item 1 below, may be exempt from the investment adviser registration provisions of the Alabama Securities Act. There is information on our website regarding our Private Fund Exemption that exempts 3(c)(1) and 3(c)(7) funds from the Alabama statutory requirement of having a registered investment adviser. The exemption is titled Order Granting Exemption from the Registration Requirements for certain Investment Advisers to Private funds and their Investment Adviser Representative.
- Filing Requirements.
- An issuer whose principal place of business is in this state, or if residents of this state have purchased fifty percent or greater of the aggregate amount of the offering, shall file the following with the Commission:
- A completed Uniform Notice of Federal Crowdfunding Offering Form U-CF or copies of all documents filed with the Securities and Exchange Commission;
- A consent to service of process on Form U-2 if not filing on the Uniform Notice of Federal Crowdfunding Offering Form U-CF and
- The filing fee prescribed by Ala. Code § 8-6-8 (d).
- If the issuer has its principal place of business in this state, the filing required under subsection (a) of this section shall be filed with the Securities Commission when the issuer makes its initial Form C filing concerning the offering with the Securities and Exchange Commission. If the issuer does not have its principal place of business in this state but residents of this state have purchased fifty percent or greater of the aggregate amount of the offering, the filing required under subsection (a) of this section shall be filed when the issuer becomes aware that such purchases have met this threshold and in no event later than fifteen days from the date of completion of the offering.
- An issuer whose principal place of business is in this state, or if residents of this state have purchased fifty percent or greater of the aggregate amount of the offering, shall file the following with the Commission:
- Amendments. An issuer may increase the amount of securities offered in this state by submitting a completed Uniform Notice of Federal Crowdfunding Offering form marked "amendment" or other document describing the transaction and a fee calculated pursuant to § 8-6-8 (d) to cover the increase in the amount of securities being offered prior to selling additional securities in this state.