How to read it. For adviser regulation the key state is generally where the adviser has its principal office and place of business, and any state where it has clients or representatives. The matrix assumes an emerging manager below the SEC registration threshold advising only private funds; once an adviser is SEC-registered the state question becomes notice filings and investment adviser representative licensing, which this matrix does not cover.
Confirm before relying. Several exemptions rest on administrative orders or conditioned rules rather than clean statutory safe harbors, conditions change, and the conditions listed are the ones to confirm, not a complete statement of each state’s law. Read the current rule text at the primary source linked in each entry.
AlabamaPrivate-fund adviser exemption
Legal sourceAdministrative Order (NASAA model)
Conditions to confirmASC Order (effective 7/8/2024): solely qualifying private funds including venture capital funds (Rules 203(m)-1 and 203(l)-1); disqualification under §8-6-3(j) and/or Rule 506(d)(1); exempt reporting adviser reports via IARD and fees; non-venture 3(c)(1): qualified clients, written disclosures and audited financials annually and at liquidation; 3(c)(7) funds: unaudited financial statements; pre-existing-fund grandfathering (no new non-qualified-client owners); SEC-registered ineligible; 90-day cure and 120-day grace; IARs of the exempt adviser also exempt
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe exemption was created by Commission order rather than by statute, so confirm it remains in force.
AlaskaNone; state registration required
Conditions to confirmAdoption status unresolved. Official proposed text located, but current adoption has not been established: a Division of Banking and Securities rulemaking package noticed 4/20/2022 would add 3 AAC 08.052(h), exempting an adviser that meets the exemption requirements of Advisers Act sections 203(b), 203(l) or 203(m) from registration under Alaska Stat. 45.56.340(a), and the published effective-date line is blank. Absent an established exemption, an adviser with an Alaska place of business or more than 5 Alaska clients registers as a state adviser rather than notice-filing. Investment adviser representatives: Alaska Stat. 45.56.350(b)(1) exempts an individual employed by or associated with an adviser exempt under Alaska Stat. 45.56.340(b). That relief is derivative, so it depends on the adviser exemption being available, which is not established here
FilingState registration
NoteA proposed Alaska regulation would exempt advisers relying on the federal private fund and venture capital exemptions, but its adoption has not been established and the published text carries no effective date. Confirm the current position with the Division of Banking and Securities before relying on it either way. Where no exemption applies, registration is required and a notice filing is not an alternative.
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
ArizonaPrivate-fund adviser exemption
Legal sourceIndependent Statutory Exemption
Conditions to confirmStatutory (A.R.S. §44-3152(B)): solely qualifying private funds under an Arizona-specific definition (3(c)(1), 3(c)(5) or 3(c)(7), not the Rule 203(m)-1 list); old-style Reg A Rule 262 disqualification (good-cause waiver at (F)); Rule 204-4 reports via IARD and $125 statutory annual fee (both conditions reach only advisers to non-venture qualifying funds); non-venture, non-3(c)(7) "retail buyer fund": owners reasonably believed accredited at the time of sale (or managers, directors, officers or employees of the adviser, or non-sale transferees), written disclosures at or before purchase (a 2-item list, without the model’s other-material-information item) and annual audited financials delivered (no deadline stated; waivable annually by unanimous owner waiver for a "limited retail buyer fund" of not more than 15 purchasers with a qualified-client floor for non-qualified-purchasers); 3-limb venture capital definition (Rule 203(l)-1 or a Department of Labor venture capital operating company or the 50%-at-cost venture test); pre-9/1/2016 grandfathering ((H)); 90-day cure ((E)); SEC-registered ineligible ((C)); the custody rules still apply ((L)); IARs of the exempt adviser also exempt ((D)); separate de minimis ((A)): no Arizona place of business and institutional-only clients or fewer than 6 Arizona-resident clients in 12 months
FilingExemption; confirm the filing mechanics
$150M capNo federal-level cap stated in the exemption
NoteArizona requires an annual audit for these funds, delivered to each investor. Older summaries showing no audit condition are wrong; the waiver exists only for a limited fund of not more than fifteen purchasers, renewed unanimously each year.
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
ArkansasPrivate-fund adviser exemption
Legal sourceNASAA Model
Conditions to confirmRule 302.02(h): solely qualifying private funds (Rule 203(m)-1; the Arkansas venture-capital-fund definition is the federal Rule 203(l)-1 definition plus a state condition that the fund be ultimately comprised only of accredited investors); Rule 506(d)(1) disqualification; exempt reporting adviser reports via IARD and statutory fee (approximately $300); non-venture 3(c)(1): qualified clients (net worth excluding the primary residence), written disclosures and annual audited financials; pre-existing-fund grandfathering ((h)(9)); SEC-registered ineligible (notice-file); 90-day cure; IARs of the exempt adviser also exempt ((h)(5))
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteArkansas uses the federal venture capital fund definition but adds a state-specific requirement that the fund be comprised only of accredited investors. Meeting the federal definition alone does not establish the Arkansas venture capital treatment.
CaliforniaPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirmCertificate exemption (10 CCR §260.204.9): solely qualifying private funds under a California-specific definition (3(c)(1), 3(c)(5) or 3(c)(7) funds, not the Rule 203(m)-1 list); disqualification = old-style Reg A Rule 262 plus the Corp. Code §25232(a)-(h) grounds; exempt reporting adviser Rule 204-4 reports via IARD and the annual §25608(q) fee; non-venture 3(c)(1) or 3(c)(5) "retail buyer fund": owners accredited at the time of sale (or managers, directors, officers or employees of the adviser, or non-sale transferees), written disclosures at or before purchase and annual PCAOB audit delivered within 120 days of fiscal year-end (180 for a fund-of-funds); qualified clients required only where performance compensation is charged; venture capital exempt from the overlay (a 3-limb California definition: the 50%-at-cost venture test or Rule 203(l)-1 or a Department of Labor venture capital operating company); pre-2012-amendment grandfathering ((h)); 90-day cure; SEC-registered ineligible; IARs of the exempt adviser also exempt ((e)); separate de minimis (Corp. Code §25202): no California place of business and fewer than 6 California-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe accredited-investor floor and the qualified-client test are separate gates. The qualified-client standard applies only where performance compensation is charged, and the disqualification standard is California’s own pairing of the old Regulation A list with the Corporations Code grounds.
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
ColoradoPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirmLicensing exemption (3 CCR 704-1, Rule 51-4.11(IA)): solely qualifying private funds (Rule 203(m)-1); Rule 506(d)(1) disqualification; exempt reporting adviser Rule 204-4 reports via IARD and $69 fee; non-venture 3(c)(1): qualified clients (net worth excluding the primary residence) at purchase, written disclosures and annual audited financials delivered; 90-day cure; SEC-registered ineligible (notice-file); IARs of the exempt adviser also exempt (the rule and §11-51-402(6)); separate statutory de minimis (§11-51-402(5)): no Colorado place of business and not more than 5 clients in 12 months beyond the institutional categories
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
ConnecticutPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirmCommissioner’s Exemptive Order (July 11, 2011, effective 7/21/2011): §203(m)-qualifying advisers acting solely for private funds (§202(a)(29)) with US AUM under $150 million (the order’s own express condition); Connecticut’s own sanctions screen (no §36b-15(a)(2) administrative, civil or criminal sanction, covering the adviser, its supervised persons and controlling or controlled persons); Rule 204-4 reports made available to the Commissioner via IARD; compliance with Rule 203(m)-1; no investor-eligibility, disclosure or audit conditions of its own; separate paragraph for advisers to venture capital funds (§203(l) and Rule 203(l)-1, incorporating the 203(l)-1(b) grandfather); IA agents of the exempt adviser also exempt (Order §3); separate statutory de minimis (§36b-6(e)): no Connecticut office and not more than 5 Connecticut-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capYes, the exemption is capped at the $150 million federal exempt-reporting level
NoteThis exemption carries no investor eligibility conditions of its own. The conditions are the federal §203(m) posture, the $150 million limit the order states expressly, Connecticut’s own sanctions screen, and the reporting and rule-compliance conditions.
DelawarePrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirmRule 711 (6 Del. Admin. Code 200, Part G, adopted effective 11/1/2014): advisers solely to qualifying private funds (Rule 203(m)-1) excluding any 3(c)(1) fund: no 3(c)(1) route and no qualified-client overlay (the model’s overlay subsections are reserved); Rule 506(d)(1) disqualification; exempt reporting adviser Rule 204-4 reports via IARD and $300 fee (§73-302(l)(2)); no disclosure, audit or grandfathering conditions; 90-day cure; SEC-registered ineligible; IARs of the exempt adviser also exempt ((e)); separate de minimis (§73-301(c)): no Delaware place of business and institutional-only clients or not more than 5 clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe exemption does not reach advisers to 3(c)(1) funds at all. A 3(c)(1) manager registers or relies on the separate de minimis; there is no qualified-client route.
District of ColumbiaPrivate-fund adviser exemption
Legal sourceAdministrative Order
Conditions to confirmOrder SB-09-16: solely private funds, AUM below $150 million, exempt under §203(m) and in compliance with Rule 203(m)-1; exempt reporting adviser Rule 204-4 reports and Form ADV notice via IARD; $250; no investor standard, no audit; separate 5-or-fewer de minimis
FilingNotice filing (Form ADV through IARD)
$150M capYes, the exemption is capped at the $150 million federal exempt-reporting level
NoteThe relief runs to investment adviser licensing and investment adviser representative registration only. Securities registration, anti-fraud and fiduciary provisions continue to apply.
FloridaPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirmStatutory exemption (§517.12(23), 2025 Fla. Stat.; effective 10/1/2024): solely qualifying private funds (Rule 203(m)-1, Rule 203(l)-1 venture capital funds, or a Department of Labor venture capital operating company); Rule 506(d)(1) disqualification; exempt reporting adviser Rule 204-4 reports via IARD; non-venture 3(c)(1): accredited owners and written disclosures at purchase (no qualified-client condition, no audit); no grandfathering or cure provision; SEC-registered ineligible (notice-file, §517.1201); associated persons of the exempt adviser also exempt ((e)); separate de minimis (§517.021(20)(b)7): fewer than 6 Florida-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe exemption moved to subsection (23) in the 2025 statutes; citations to subsection (22) are out of date. Florida requires accredited investors and disclosures for these funds but no qualified-client standard and no audit.
GeorgiaDe minimis rule
Conditions to confirmDe minimis (Rule 590-4-4-.13(1)(b)): fewer than 6 Georgia clients in 12 months; related persons and certain entities aggregate as one client under the rule’s counting provisions
FilingSelf-executing; confirm the conditions
NoteA limited partnership counts as a single client of its general partner or of the adviser to the partnership, and advisees who pay no compensation are not counted.
HawaiiNone; state registration required
Conditions to confirmNo private-fund or venture capital exemption; register if Hawaii office or more than 5 Hawaii clients
FilingState registration
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
IdahoPrivate-fund adviser exemption
Legal sourceAdministrative Order (NASAA model)
Conditions to confirmAmended Order, Docket No. 2020-7-16 (issued under Idaho Code 30-14-403(b)(4) and 30-14-605): advisers solely to qualifying private funds, with qualifying private fund defined by Rule 203(m)-1 and venture capital fund by Rule 203(l)-1; Rule 506(d) disqualification, subject to the waiver authority in the order; exempt reporting adviser reports and amendments filed through IARD, deemed filed when accepted by IARD; non-venture 3(c)(1) funds: qualified clients, written disclosures delivered at the time of purchase, and annual audited financial statements delivered to each beneficial owner; the order states no delivery deadline for those statements; an initial short fiscal year requires no audit where the adviser began operations more than 180 days into that year and the following year’s financial statements include an audit of the partial period; grandfathering for a fund that existed before the original order and that stopped accepting beneficial owners who were not qualified clients as of that date; 90-day transition; SEC-registered advisers ineligible; the order states no AUM condition, and no Idaho state filing fee is identified in the order or in the statutory fee schedule at 30-14-410; separate statutory de minimis (30-14-403(b)(1) and (b)(2)): no Idaho place of business with institutional-only clients, or not more than 5 Idaho-resident clients in 12 months.
Investment adviser representatives:
A person employed by or associated with an adviser exempt under the order is exempt, provided that person does not otherwise act as an investment adviser representative. That relief carries no Idaho place of business limitation. The separate statutory route at 30-14-404(b)(1) does carry one, and the two routes are alternatives rather than cumulative conditions
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe exemption rests on a Department of Finance order rather than on a statute. The order was amended in March 2026, and the amendment changed the audit and grandfathering provisions, so confirm you are working from the amended text rather than the original.
IllinoisDe minimis rule
Conditions to confirmDe minimis (14 IAC 130.805(b)): not more than 5 Illinois clients in 12 months, in addition to institutional clients
FilingSelf-executing; confirm the conditions
IndianaPrivate-fund adviser exemption
Legal sourceAdministrative Order
Conditions to confirmNo-action order: Indiana office; no more than 5 Indiana-resident clients in 12 months; no holding out; qualifying private funds (Rule 203(m)-1), no Reg A Rule 262 disqualification; non-venture 3(c)(1): accredited owners, disclosures and annual audit
FilingExemption; confirm the filing mechanics
$150M capNo federal-level cap stated in the exemption
NoteThis is an enforcement no-action position rather than an exemption, and it is written for managers with an Indiana place of business. The policy itself does not establish an IARD filing or fee, so confirm current Division practice before relying on it.
IowaPrivate-fund adviser exemption
Legal sourceNASAA Model
Conditions to confirmRule 191-50.45: solely qualifying private funds (Rule 203(m)-1); old-style Reg A Rule 262 disqualification (not 506(d)); exempt reporting adviser Rule 204-4 reports via IARD and applicable fees; non-venture 3(c)(1): qualified clients (net worth excluding the primary residence), written disclosures at purchase and annual audited financials delivered; pre-11/6/2013 grandfathering; SEC-registered ineligible (notice-file); 90-day cure; IARs of the exempt adviser also exempt (50.45(5))
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
KansasDe minimis rule
Conditions to confirmDe minimis (K.A.R. 81-14-11): Kansas principal place of business; fewer than 15 clients; no public holding-out; no registered-investment-company or business-development-company clients; Reg A Rule 262 bad-actor disqualification; annual notice by February 1 with Form ADV Part 1A item 1 information (no fee) where AUM is $25 million or less; 90-day cure. Investment adviser representatives: two alternative routes, and satisfying either one suffices. Under K.A.R. 81-14-11(c) an individual is exempt if employed by or associated with an adviser meeting subsection (a), is not personally subject to the Reg A Rule 262 disqualification, and does not otherwise act as an investment adviser representative. Under K.S.A. 17-12a404(b)(1) an individual is exempt if exclusively employed by or associated with an adviser exempt under K.S.A. 17-12a403(b). Failing the exclusivity condition of the second route does not defeat the first. Note also that a disqualified associated representative defeats the firm’s own exemption under 81-14-11(a)(2)
FilingSelf-executing; confirm the conditions
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
KentuckyPrivate-fund adviser exemption
Legal sourceIndependent Statutory Exemption
Conditions to confirmStatutory (KRS 292.3301, effective 7/15/2024): qualifying private funds per Rule 203(m)-1 (covers both 3(c)(1) and 3(c)(7) funds; venture capital funds take only the disqualification and reporting conditions); Rule 506(d) disqualification (commissioner good-cause waiver at (5)); non-venture 3(c)(1): accredited investors (not qualified clients) at purchase, written disclosure at purchase and annual audited financials delivered to owners (no delivery deadline stated); exempt reporting adviser Rule 204-4 reports via IARD and a commissioner-set fee; 90-day cure; pre-7/15/2024 grandfathering; IARs exempt via KRS 292.330(12)(a); separate de minimis (KRS 292.330(9)(a)-(b)): no Kentucky place of business and institutional-only clients or not more than 5 clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
LouisianaDe minimis rule
Conditions to confirmDefinitional exclusion (R.S. 51:702(7)(f)): fewer than 15 Louisiana clients in 12 months and no public holding-out; alternative limb: only institutional clients in Louisiana
FilingSelf-executing; confirm the conditions
MainePrivate-fund adviser exemption
Legal sourceAdministrative Order (NASAA model)
Conditions to confirmInterim Administrative Order 12-01-EXE (Feb. 16, 2012): exempt reporting adviser Form ADV via IARD; bad-actor disqualification; non-venture 3(c)(1): qualified-client, disclosure and audit overlay; separate statutory de minimis (32 M.R.S. §16403(2)(B)): no Maine place of business and not more than 5 Maine-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe exemption rests on a 2012 interim administrative order. The Office of Securities has placed adopting it into permanent rules on its current regulatory agenda, so confirm the order remains in force and its current terms.
MarylandPrivate-fund adviser exemption
Legal sourceAdministrative Order (NASAA model)
Conditions to confirmCommissioner’s Order (June 15, 2012, under §§11-203 and 11-401): solely qualifying private funds (Rule 203(m)-1); old-style Reg A Rule 262 disqualification; exempt reporting adviser Rule 204-4 reports via IARD and $300 annual notice fee (the Division’s fee schedule; expires December 31 annually); non-venture 3(c)(1): qualified clients (Rule 205-3) at purchase, written disclosures at purchase and annual audited financials delivered within 120 days of fiscal year-end; pre-6/15/2012 grandfathering (no new non-qualified-client owners, disclosures within 90 days of the order and audit); 90-day cure; SEC-registered ineligible (notice-file, §11-405(b)); IARs of the exempt adviser also exempt (in the order itself); separate de minimis (§11-401(b)(3)): no Maryland place of business and institutional-only clients or not more than 5 Maryland-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteNo assets under management ceiling appears anywhere in the order. The $150 million figure belongs to the federal exemption, not to Maryland’s.
MassachusettsPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirm950 CMR 12.205(2)(c): private funds defined directly as 3(c)(1) and 3(c)(7) funds (not the Rule 203(m)-1 list); old-style Reg A Rule 262 disqualification (not 506(d)); exempt reporting adviser Rule 204-4 reports via IARD and $300 reporting fee; non-venture, non-3(c)(7) 3(c)(1) funds: qualified clients (net worth excluding the primary residence) at purchase, written disclosures at purchase and annual audited financials delivered; pre-2/3/2012 grandfathering (no new non-qualified-client owners; enforcement date 8/3/2012); no cure provision; SEC-registered advisers notice-file (§202(b)); IARs of the exempt adviser also exempt; separate exclusions (G.L. c.110A §401(m)): institutional-only clients, or fewer than 6 Massachusetts-resident clients in 12 months with no Massachusetts place of business
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
MichiganPrivate-fund adviser exemption
Legal sourceIndependent State Exemption
Conditions to confirmModified exemption (Mich. Admin. Code R 451.4.5); exempt reporting adviser reports via IARD; Rule 506(d)(1) bad-actor disqualification; non-venture 3(c)(1): each owner accredited or a qualified client, written disclosures at purchase and annual audit (the audit may be omitted if every owner is a qualified client and the required written no-audit disclosure is given); SEC-registered advisers ineligible (notice-file instead); 90-day transition if eligibility is lost
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
MinnesotaPrivate-fund adviser exemption
Legal sourceIndependent Statutory Exemption
Conditions to confirmStatutory (Minn. Stat. §80A.58(b)(3) and (c)): solely qualifying private funds; old-style Reg A Rule 262 disqualification (not 506(d)); exempt reporting adviser reports filed with the state; non-venture 3(c)(1): each owner a qualified client, written disclosures and annual audited financials delivered; SEC-registered ineligible; IARs of the exempt adviser also exempt ((e)); separate de minimis ((b)(2)): no Minnesota place of business and not more than 5 Minnesota-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
MississippiNone; state registration required
Conditions to confirmNone found in accessible sources; the orders database and rulemaking archive could not be searched. No exemption for advisers to private funds or venture capital funds appears in the codified Mississippi rules as read, so on the sources that could be reached an adviser registers if it has a Mississippi place of business or more than 5 Mississippi clients. Investment adviser representatives: Miss. Code 75-71-404(b)(1) exempts an individual employed by or associated with an adviser exempt under 75-71-403(b). That relief is derivative, so it depends on the adviser exemption being available, which has not been established on the sources that could be reached
FilingState registration
NoteMississippi permits exemption by rule or by order, and the Secretary of State's orders database could not be reached, so the absence of an exemption is reported as not found rather than as established. Confirm the current position with the Securities Division before relying on it.
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
MissouriPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirm15 CSR 30-51.180(4): solely qualifying private funds (Rule 203(m)-1); old-style Reg A Rule 262 disqualification (not 506(d)); exempt reporting adviser Rule 204-4 reports via IARD (no fee stated); non-venture 3(c)(1): owners reasonably believed accredited under Rule 501(a)(1)-(5), (7) or (8) (the income-only (a)(6) prong is excluded, and an (a)(8) entity fails if any equity owner is accredited only under (a)(6)) or qualified clients (the rule pinpoints 205-3(d)(1)(iii)); written disclosures at purchase; annual financial statements delivered (the rule does not say audited); grandfathering keyed to the rule’s effective date (10/30/2012: existing (a)(6) owners kept, no new below-standard sales); no cure provision; IARs exempt via §409.4-404(b)(1); separate de minimis (§409.4-403(b)(2)): no Missouri place of business and not more than 5 Missouri-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteMissouri requires annual financial statements for these funds but does not state that they be audited, and its accredited-investor route excludes investors accredited only on income.
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
MontanaPrivate-fund adviser exemption
Legal sourceIndependent State Exemption
Conditions to confirmARM 6.10.309 (effective 8/10/2024), a non-standard codified rule: qualifying private funds including 3(c)(1), 3(c)(5) and 3(c)(7); "retail buyer" (non-venture 3(c)(1) or 3(c)(5)) funds: all owners accredited (net worth excluding the residence, at purchase) or employees, managers, directors or officers of the adviser (the rule’s own list, not the Rule 3c-5 term); disqualification under 30-10-201(13) and/or Rule 506(d)(1) (a Montana pairing of the state grounds with the federal standard); performance compensation only from qualified clients; disclosure at purchase; annual and liquidation CPA audit delivered within 180 days; exempt reporting adviser reports prepared and made available on request with no IARD filing, plus an annual state fee; SEC-registered ineligible (notice-file); 90-day cure; grandfathering and 120-day initial grace; IARs of the exempt adviser also exempt ((5)); separate de minimis (30-10-201(1)): no Montana place of business and institutional-only clients or not more than 5 Montana-resident clients in 12 months
FilingExemption; confirm the filing mechanics
$150M capNo federal-level cap stated in the exemption
NoteReports are prepared and made available on request rather than filed through IARD, and a liquidation audit is required in addition to the annual audit.
NebraskaPrivate-fund adviser exemption
Legal sourceNASAA Model
Conditions to confirmDefinitional exclusion from the investment adviser definition (§8-1101(7)(i) and 48 NAC 42, effective 5/11/2016): solely qualifying private funds; Rule 506(d)(1) disqualification (with a Department waiver authority, 48-42-009); exempt reporting adviser Rule 204-4 reports filed with the Department; non-venture 3(c)(1): qualified clients (net worth excluding the primary residence, at purchase), written disclosures and annual audited financials delivered; grandfathering (48-42-010); transition provision (48-42-008); IARs of the excluded adviser also exempt (48-42-006)
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
NevadaPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirmStatutory (NRS 90.345, effective 7/1/2022): solely qualifying private funds (Rule 203(m)-1 via NRS 90.2775); Rule 506(d)(1) disqualification; exempt reporting adviser Rule 204-4 reports via IARD and Administrator fee; non-venture 3(c)(1) ("eligible funds"): qualified clients (net worth excluding the primary residence) at purchase, written disclosures at purchase and annual audited financials delivered; pre-7/1/2022 grandfathering (no new non-qualified-client owners and disclosures and audited financials to all owners); 90-day cure; the adviser must not be required to register with the SEC; IARs of the exempt adviser exempt (NRS 90.340(1)(b)); separate de minimis (NRS 90.340(1)(a)(3)): no Nevada place of business and not more than 5 clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe often-cited Nevada accredited-investor route is narrower than surveys suggest: the institutional-buyer interpretation reaches only entity-type accredited investors, not individuals accredited on net worth or income, and only for advisers registered with or not required to register with the SEC.
New HampshirePrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirmBureau Order of 3/22/2018 (Exemption from Investment Adviser Registration for Advisers to Private Funds, issued under the RSA 421-B:4-403(b)(3) order authority): Rule 506(d)(1) disqualification; exempt reporting adviser Rule 204-4 reports filed; no independent AUM condition (the order’s operative paragraphs state none; the preamble’s $100 million discussion is background, not a term); non-venture 3(c)(1): qualified clients, written disclosures and annual audited financials; grandfathering for existing funds with non-qualified-client owners; 90-day transition; SEC-registered ineligible; IAR relief in the order itself; separate order for advisers to venture capital funds (5/12/2017); separate statutory de minimis (RSA 421-B:4-403(b)(2)): no New Hampshire place of business and not more than 5 New Hampshire-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe exemption rests on a 2018 Bureau order. The order remains listed on the Bureau’s current interpretive orders page, the statute continues to authorize exemption by order, and no rescission or superseding order has been located.
New JerseyDe minimis rule
Conditions to confirmDe minimis (49:3-56(g)): not more than 5 New Jersey-resident clients in 12 months, with or without a New Jersey office; institutional clients are excluded from the count
FilingSelf-executing; confirm the conditions
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
New MexicoPrivate-fund adviser exemption
Legal sourceAdministrative Order (NASAA model)
Conditions to confirmOrder (NASAA model): solely qualifying private funds; no 506(d)(1) disqualification; exempt reporting adviser Rule 204-4 reports via IARD; non-venture 3(c)(1): qualified clients, disclosures and annual audit; no fee stated; separate de minimis for five or fewer clients
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe exemption rests on the order alone and is not described in the state's current registration materials, so confirm current Division practice on the filing mechanics.
New YorkDefinitional exclusion
Conditions to confirmDistinct regime (Martin Act). Definitional exclusion: an adviser with fewer than 6 New York advisory clients may fall outside the "investment adviser" definition, subject to the applicable client exclusions (institutional buyers and financial institutions are not counted, and a fund counts as a client unless an exclusion applies). If so, New York registration is not required on that basis; separate federal reporting obligations may still apply. If the exclusion is exceeded, determine the applicable New York or SEC registration route.
FilingSelf-executing; confirm the conditions
NoteForm 99 is an offering filing and is unrelated to adviser status. Separate registration rules apply to investment adviser representatives and to solicitors.
North CarolinaDe minimis rule
Conditions to confirmDe minimis (N.C.G.S. 78C-16(a)(4)): fewer than 15 clients in 12 months and no public holding-out; separate ((a)(3)): no North Carolina place of business and not more than 5 clients in 12 months; IARs of an adviser exempt under (a)(2)-(4) are also exempt ((a1)), while employed by the exempt adviser
FilingSelf-executing; confirm the conditions
NotePublicly available guidance on exempt advisers is not entirely consistent, so confirm filing practice with the North Carolina Securities Division.
North DakotaPrivate-fund adviser exemption
Legal sourceAdministrative Order (NASAA model)
Conditions to confirmNASAA model adopted by Order effective 12/19/2025; exempt reporting adviser Form ADV via IARD; non-venture: sophisticated investors, disclosures and annual audited financials; venture capital exemption
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteConfirm the exact investor standard, and the filing and fee mechanics, against the order text.
OhioDe minimis rule
Conditions to confirmDe minimis exclusion from the investment adviser definition (OAC 1301:6-3-01(L)(1), effective 7/19/2026): fewer than 15 clients in 12 months; no public holding-out; clients solely accredited investors, excepted persons, qualified purchasers, qualifying trusts or family-related entities; separate licensing exemption (R.C. 1707.141): no Ohio place of business and not more than 5 non-institutional Ohio clients in 12 months
FilingSelf-executing; confirm the conditions
NoteThis is a client-count and client-type exemption rather than a private-fund adviser exemption. Eligibility therefore turns on the client-count and client-type conditions rather than on the fund’s status as a private fund.
OklahomaPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirmOkla. Admin. Code §660:11-7-17: solely qualifying private funds (Rule 203(m)-1) and US AUM under $150 million (the rule’s own definition states the ceiling expressly); old-style Reg A Rule 262 disqualification (not 506(d)); exempt reporting adviser Rule 204-4 reports via IARD and $300 annual fee (71 O.S. §1-612.A.5; the exemption is not perfected until the fee is accepted); no investor-eligibility, disclosure or audit overlay; no grandfathering or cure provision; SEC-registered ineligible (notice-file, §1-405); IARs of the exempt adviser also exempt ((d)); separate de minimis (71 O.S. §1-403.B): no Oklahoma place of business and not more than 5 Oklahoma-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capYes, the exemption is capped at the $150 million federal exempt-reporting level
NoteUnlike the federal exemption, the Oklahoma rule writes the $150 million ceiling into its own private fund adviser definition, and the exemption is not perfected until the annual fee is accepted. The rule carries no qualified-client, disclosure or audit overlay for non-venture 3(c)(1) funds.
OregonDefinitional exclusion
Conditions to confirmAccredited-investor exclusion from the investment adviser definition (OAR 441-175-0030: no public advertising or general solicitation in Oregon; Oregon clients accredited only); no audit; no AUM cap; separate de minimis for out-of-state advisers (no Oregon office, fewer than 6 Oregon clients; accredited and institutional clients excluded from the count)
FilingSelf-executing; confirm the conditions
NoteThis is a general client-based exclusion rather than a private-fund adviser exemption, so it can apply to separately managed accounts as well as funds if its conditions are satisfied.
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
PennsylvaniaPrivate-fund adviser exemption
Legal sourceIndependent State Exemption
Conditions to confirmExpress exemption (10 Pa. Code §302.070); Reg A Rule 262 bad-actor disqualification (not 506(d)); exempt reporting adviser Form ADV via IARD (a report is filed when accepted by IARD); non-venture 3(c)(1): each owner a qualified client, written disclosures at purchase and annual audited financials delivered to owners; pre-1/13/2018 grandfathering (no new non-qualified-client owners after that date, disclosures and audit); SEC-registered ineligible (notice-file as federal covered advisers); 90-day transition on lost eligibility
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NotePennsylvania has a separate exclusion, apart from this exemption, carrying different investor standards.
Rhode IslandPrivate-fund adviser exemption
Legal sourceNASAA Model
Conditions to confirm230-RICR-50-05-1.8: solely private funds; non-venture 3(c)(1): each owner a qualified client (net worth excluding the primary residence, Rule 205-3) at purchase, written disclosure and annual audited financials delivered; disqualifier is the old-style Reg A Rule 262 standard (not 506(d)); exempt reporting adviser reports via IARD and federal-covered-adviser fee; 90-day cure; pre-5/17/2012 grandfathering; SEC-registered ineligible (§1.8(B)); IARs of the exempt adviser also exempt (§1.8(C))
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThis is the original NASAA model, which applies the qualified-client standard rather than the accredited-investor standard used in the newer states.
South CarolinaPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirmS.C. Code Regs. §13-415 (effective 5/23/2025, codifying prior Order 19003); Rule 506(d)(1) disqualification; exempt reporting adviser Rule 204-4 reports via IARD and fee (§35-1-702); non-venture 3(c)(1): each owner accredited or qualified client, written disclosure and audited financials within 120 days of fiscal year-end (150 for fund-of-funds); performance fees permitted from non-qualified clients with mandated written conflict disclosures (a feature unique to South Carolina); advisers below $25 million exempt from the exempt reporting adviser filing, the fee and the audit (§13-415.D, waiving B(2), B(3) and C(3)) but not from the investor-qualification, disclosure or performance-fee-disclosure conditions; no grandfathering; 90-day transition; SEC-registered ineligible; IARs of the exempt adviser also exempt (§13-415.F); separate de minimis (§35-1-403(b)): no South Carolina place of business and not more than 5 South Carolina-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
South DakotaPrivate-fund adviser exemption
Legal sourceIndependent State Exemption
Conditions to confirmRule (ARSD 20:08:05:15, under SDCL 47-31B-403(b)(3)): an adviser exempt under federal §203(b), §203(l) or §203(m) is exempt from South Dakota registration; the rule adds no state condition of its own (no filing, report, fee, investor-eligibility, disclosure, audit, disqualification or AUM term); SEC-registered (federal covered) advisers notice-file (§47-31B-405(c), $200); IARs of the exempt adviser exempt (§47-31B-404(b)(1)); separate de minimis (§47-31B-403(b)(1)-(2)): no South Dakota place of business and institutional-only clients or not more than 5 South Dakota-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteSouth Dakota adds no conditions of its own to the federal exemptions, and no state filing is required for the exempt adviser. A notice filing shown in some surveys is not in the rule.
Primary sourcePrimary source not linked; confirm the current rule text with the state securities regulator.
TennesseePrivate-fund adviser exemption
Legal sourceNASAA Model
Conditions to confirmRule 0780-04-03-.05(1)(c) (effective 12/25/2023): solely qualifying private funds (Rule 203(m)-1); no 506(d)(1) disqualification; exempt reporting adviser Rule 204-4 reports via IARD; $150 initial and $150 annual renewal; non-venture 3(c)(1): qualified clients (Rule 205-3), written disclosures and annual audited financials; SEC-registered ineligible; separate de minimis ((1)(b)): Tennessee-domiciled, fewer than 15 clients in 12 months, no public holding-out and no registered-investment-company clients
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe private fund adviser exemption was adopted by rule effective December 25, 2023, so older surveys showing Tennessee without one are out of date. The two routes carry different consequences: per the Division’s July 2025 guidance, the de minimis route never exempted an adviser from the custody rules, while an adviser qualifying under the private fund exemption is exempt from them.
TexasPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirm7 TAC §139.23: private funds defined directly as 3(c)(1) and 3(c)(7) funds; the adviser may also serve other clients under another exemption (e.g. the §109.6 institutional exemption); old-style Reg A Rule 262 disqualification (not 506(d); licensed-elsewhere and good-cause waivers); exempt reporting adviser Rule 204-4 reports via IARD (no filing fee); 3(c)(1) funds other than venture capital, private equity and real estate funds: qualified clients (Rule 205-3) at purchase; no separate disclosure conditions; custody compliance as if registered (§116.17): quarterly custodian statements and annual surprise examination, or annual GAAP audited financials delivered within 120 days of fiscal year-end (which lifts both); records available on the Commissioner’s written request (noncompliance forfeits the exemption); grandfathering via §109.6(e) (pre-3/31/2014 funds closed to new owners); no cure provision; SEC-registered ineligible (notice-file); IARs of the exempt adviser also exempt ((e))
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe Texas carve-out from the qualified client condition covers private equity and real estate funds as well as venture capital funds, and the audit is one of two custody routes rather than a freestanding condition.
UtahPrivate-fund adviser exemption
Legal sourceIndependent State Exemption
Conditions to confirmCodified rule (R164-4-9) is venture-oriented; non-venture 3(c)(1) funds have needed case-by-case no-action relief on the model rule conditions (no 506(d)(1) disqualification; exempt reporting adviser reports; disclosures and annual audit; accredited and qualified-client investors). Investment adviser representatives: Utah does not relieve an individual because the firm is exempt. Utah Code 61-1-3(3) makes it unlawful to transact business as an investment adviser or as an investment adviser representative unless licensed, and its carve-outs turn on client class and a de minimis count rather than on the employing adviser’s status. R164-4-9 instead extends its exemptions directly and in parallel to an investment adviser or investment adviser representative, based on the advisory services that person renders. An individual must therefore meet the exemption independently on his or her own clients, and the rule’s advertising and holding-out restriction, together with its bar on advising natural persons, apply to the individual in his or her own right
FilingExemption; confirm the filing mechanics
$150M capNo federal-level cap stated in the exemption
NoteThe codified private fund exemption is narrower than the NASAA model rule and may not cover a non-venture 3(c)(1) adviser. Utah has granted no-action relief to advisers satisfying the model rule conditions, so confirm the availability of that relief for the proposed structure.
VermontPrivate-fund adviser exemption
Legal sourceNASAA Model
Conditions to confirmExpress exemption (V.S.R. §7-1(g), regulations effective 4/10/2026): private and venture capital fund advisers; bad-actor disqualification under the rule’s own §1-2 definition (506(d)-style coverage plus a tax-evasion and tax-fraud limb); exempt reporting adviser Form ADV via IARD and fees; non-venture 3(c)(1): qualified clients at purchase, written disclosures and annual audited financials delivered within 180 days; pre-11/2/2012 grandfathering (existing funds with non-qualified-client investors); SEC-registered ineligible; 90-day transition on lost eligibility; IARs of the exempt adviser also exempt (unless otherwise acting as an IAR); separate statutory de minimis (9 V.S.A. §5403(b)(2)): no Vermont place of business and not more than 5 Vermont-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteVermont applies its own bad-actor standard rather than a federal one by reference. It follows the Rule 506(d) pattern and adds a tax evasion and tax fraud disqualification.
VirginiaPrivate-fund adviser exemption
Legal sourceNASAA Model
Conditions to confirm21VAC5-80-215: solely qualifying private funds (Rule 203(m)-1); old-style Reg A Rule 262 disqualification (not 506(d)); exempt reporting adviser Rule 204-4 reports via IARD; $250 notice fee; non-venture 3(c)(1): qualified clients (net worth excluding the primary residence), written disclosures and annual audited financials delivered; pre-5/7/2012 grandfathering; SEC-registered ineligible; 90-day cure; IARs of the exempt adviser also exempt ((E))
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteAn SEC-registered adviser cannot rely on this exemption.
WashingtonPrivate-fund adviser exemption
Legal sourceModified NASAA Model
Conditions to confirmAdvisers to qualifying private funds only: WAC 460-24A-005(15) defines the term as 3(c)(7) funds; 3(c)(1) funds are excluded; separate venture-capital adviser exemption at WAC 460-24A-072 (the federal §203(l)/Rule 203(l)-1 exemption plus the same disqualification and reporting conditions); Rule 506(d) disqualification in both rules (as amended effective 9/23/2013, with a good-cause director waiver at (6)); exempt reporting adviser Rule 204-4 reports via IARD (no state fee stated); no disclosure, audit, AUM or grandfathering conditions; 90-day cure; SEC-registered ineligible (notice-file, WAC 460-24A-070); IARs of the exempt adviser also exempt ((3)); separate de minimis (RCW 21.20.040(3)): no Washington place of business and institutional-only clients or fewer than 6 Washington-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
West VirginiaNone; state registration required
Conditions to confirmNo private-fund or venture capital exemption; register if West Virginia office or more than 5 West Virginia clients
FilingState registration
NoteThe Securities Commission publishes cease and desist orders, orders of the commissioner and policy statements, but maintains no no-action or interpretive opinion repository, so the absence of published no-action or interpretive relief does not establish that no informal position exists.
WisconsinPrivate-fund adviser exemption
Legal sourceAdministrative Order (NASAA model)
Conditions to confirmDFI Final Order (Feb. 17, 2012, under Wis. Stat. 551.403(2)(c)): advisers to 3(c)(1) and 3(c)(7) funds and Rule 203(l)-1 venture capital funds; old-style Reg A Rule 262 disqualification; exempt reporting adviser Rule 204-4 reports via IARD (no state fee); non-venture 3(c)(1): accredited owners (net worth excluding the primary residence) at purchase, written disclosures at purchase and annual audited financials delivered; pre-2/17/2012 grandfathering (no new non-accredited owners, disclosures and audit); SEC-registered ineligible (notice-file); IARs of the exempt adviser or exempt reporting adviser also exempt; separate statutory de minimis (551.403(2)(b)): no Wisconsin place of business and not more than 5 Wisconsin-resident clients in 12 months
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteNo assets under management ceiling appears in the state’s own statement of the order’s conditions; the $150 million figure describes where federal registration begins. The order document itself is a scanned image, so confirm the exact terms, including whether every client must be a private fund, against the order.
WyomingPrivate-fund adviser exemption
Legal sourceNASAA Model
Conditions to confirmIncorporates the NASAA model by reference; non-venture 3(c)(1): qualified clients, annual per-fund audit (approximately 120 days) and disclosures; truncated Form ADV via IARD
FilingNotice filing (Form ADV through IARD)
$150M capNo federal-level cap stated in the exemption
NoteThe exemption itself does not state an AUM ceiling. A private fund adviser relying on the federal Section 203(m) exemption generally becomes SEC-registered on reaching the federal registration threshold, at which point state registration is preempted. A venture capital adviser relying on Section 203(l) is not subject to that federal AUM threshold.
Reviewed October 2026. The resources on this site are general information only, not legal, tax or investment advice, and reading or watching them does not create an attorney‑client relationship. Confirm current law with a qualified attorney and tax adviser.