Overview

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

Yes
N.D. CENT. CODE § 10-04-10(4)(b)(1)&(2)(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.

N.D. CENT. CODE § 10-04-02(15)(2017)

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

5
N.D. CENT. CODE § 10-04-10(4)(b)(2)(2017)

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

  1. Federal Covered Advisers,
  2. registered investment advisers under North Dakota law,
  3. registered broker-dealers under North Dakota law,
  4. institutional investors, and
  5. bona fide preexisting clients whose principal places of residence are not in North Dakota. 


N.D. CENT. CODE § 10-04-10(4)(b)(1)(a)-(c)(2017).  "Institutional investors" are depository or int'l banking institutions; insurance companies or a separate account of an insurance company; investment companies; registered broker-dealers; employee pension, profit-sharing, or benefit plans with assets in excess of $10,000,000 (and a few other small requirements); a plan established and maintained by a state or a state subdivision with assets in excess of $10;000,000 a trust with assets in excess of $10,000,000 if the beneficiaries are listed in this section; certain other organizations, including nonprofits, LLCs, or partnerships, with assets in excess of $10;000,000 small business investment companies with assets in excess of $10;000,000 private business development companies with assets in excess of $10;000,000 federal covered advisors acting for self; a qualified institutional buyer, a major US institutional investor; any other person with total assets in excess of $10,000,000.

N.D. CENT. CODE § 10-04-01(9)(2017)


Viewing of these pages does not establish an attorney-client relationship. The information above is informational purposes only and should not be construed as legal advice. A lawyer should be consulted to confirm both applicability and any other issues that might affect or apply to your situation.