Overview

Does maintaining a place of business in the state trigger a notice filing (regardless of number of clients)?

Yes.
GA. CODE ANN § 10-5-34(a), (b) and (c) (2017)

Place of business means:

  1. An office at which the broker-dealer, investment adviser, or federal covered investment adviser regularly provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients; or
  2. Any other location that is held out to the general public as a location at which the broker-dealer, investment adviser, or federal covered investment adviser provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients.

GA. CODE ANN § 10-5-2(24)(2017)

What is the maximum number of clients adviser can have in the state without triggering a notice filing?

5
GA. CODE ANN § 10-5-34(b)(2)(2017)

What sorts of clients are not counted for purposes of determining whether to notice file?

  1. federal covered investment advisers, investment advisers registered and broker-dealers registered under Georgia law;
  2. a depository institution or international banking institution;
  3. an insurance company;
  4. a separate account of an insurance company;
  5. an investment company as defined in the Investment Company Act of 1940, 15 U.S.C. Section 80a-1, et seq.;
  6. a broker-dealer registered under the Securities Exchange Act of 1934, 15 U.S.C. Section 78a, et seq.;
  7. an employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of $10 million or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 1001, et seq., that is a broker-dealer registered under the Securities Exchange Act of 1934, 15 U.S.C. Section 78a, et seq., an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, 15 U.S.C. Section 80b-1, et seq., an investment adviser registered under Georgia law, a depository institution, or an insurance company;
  8. a plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees if the plan has total assets in excess of $10 million or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 1001, et seq., that is a broker-dealer registered under the Securities Exchange Act of 1934, 15 U.S.C. Section 78a, et seq., an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, 15 U.S.C. Section 80b-1, et seq., an investment adviser registered under Georgia law, a depository institution, or an insurance company;
  9. a trust if it has total assets in excess of $10 million, its trustee is a depository institution, and its participants are exclusively plans of the types identified in subparagraph (F) or (G) of this paragraph, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans;
  10. an organization that is not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $10 million, including an organization described in subsection 501(c)(3) of the Internal Revenue Code, 26 U.S.C. Section 501(c)(3), a corporation, a Massachusetts trust or similar business trust, a limited liability company, or a partnership;
  11. a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958, 15 U.S.C. Section 681(c), with total assets in excess of $10 million;
  12. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, 15 U.S.C. Section 80b-2(a)(22), with total assets in excess of $10 million;
  13. a federal covered investment adviser acting for its own account;
  14. a qualified institutional buyer as defined in Rule 144A(a)(1), other than Rule 144A(a)(1)(H),17 C.F.R. 230.144A, adopted under the Securities Act of 1933,15 U.S.C. Section 77a, et seq.;
  15. a major United States institutional investor as defined in Rule 15a-6(b)(4)(I), 17 C.F.R. 240.15a-6, adopted under the Securities Exchange Act of 1934, 15 U.S.C. Section 78a, et seq.;
  16. any other person, other than an individual, of institutional character with total assets in excess of $10 million not organized for the specific purpose of evading this Georgia law;
  17. any other person specified by rule adopted or order issued under Georgia law;
  18. bona fide preexisting clients whose principal places of residence are not in Georgia; or
  19. other clients specified by rule adopted or order issued under Georgia law.

GA. CODE ANN § 10-5-34(b)(1)(A)-(D)(2017)
GA. CODE ANN § 10-5-2(13) 2017)


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