Nikolai Timofejev
15 years in FinTech and payments. Maps your business model to the right licence scope and leads the file all the way to the registration decision, including banking and payment rails.
Get an investment license in the USA.
Two tracks, one decision: registration as an investment adviser - with a state below US$25 million, as a mid-sized adviser between US$25m and US$100m, and with the SEC above it - or as a broker-dealer, which means SEC registration, FINRA membership and net capital under Rule 15c3-1 with aggregate indebtedness capped at fifteen times capital.
27 yrs
on the international marketon the market
60+
in-house specialistsspecialists
400+
Licenses obtainedlicenses obtained
Updated
USA in brief
The largest market, and the sharpest fork in the road.
American investment licensing splits in two, and choosing the wrong branch costs a year. An investment adviser - a firm paid for advice or discretionary management - registers with its state below US$25 million of regulated assets, sits in the mid-sized band between US$25 million and US$100 million, and registers federally with the SEC above that. Mid-sized advisers register with the SEC only where they are not required to register in their home state or not subject to state examination; New York is the one state where mid-sized advisers are not subject to examination and therefore register federally. Registration runs through Form ADV, and it is a disclosure regime: no capital wall, but complete, accurate and continuously updated disclosure, with examination and enforcement behind it.
A broker-dealer is a different animal entirely - effecting securities transactions for others or for its own account requires SEC registration, membership of FINRA and compliance with the net capital rule, where minimum dollar requirements attach to the activity performed and aggregate indebtedness may not exceed fifteen times net capital. Specialist categories carry their own floors: an OTC derivatives dealer must hold tentative net capital of at least US$100 million and net capital of at least US$20 million; security-based swap dealers face a US$20 million minimum. The FINRA new-member application is the real project - a full build of supervisory systems, written procedures and principals with the right qualifications. We map which track your model needs and build it.
Two tracks: the investment adviser registers with a state below US$25m, sits mid-sized between US$25m and US$100m, and registers with the SEC above it - through Form ADV, with no federal capital minimum but full fiduciary and disclosure duties.
The broker-dealer registers with the SEC, joins FINRA and meets Rule 15c3-1 net capital with aggregate indebtedness capped at 15:1. OTC derivatives dealers: US$100m tentative / US$20m net.
The two tracks
The registered investment adviser - or the broker-dealer.
Advice and management run on one track, executing transactions on another. Most firms need one; some need both, in separate entities. The map comes first.
The registered investment adviser - or the FINRA broker-dealer.
01 - INVESTMENT ADVISER
The RIA
Registration as an investment adviser through Form ADV. With a state, in the mid-sized band, or with the SEC above US$100 million. A disclosure and fiduciary regime rather than a capital one.
Registration as an investment adviser through Form ADV. With a state, in the mid-sized band, or with the SEC above US$100 million. A disclosure and fiduciary regime rather than a capital one.
- ✓State registration below US$25m
- ✓Mid-sized band US$25m-US$100m
- ✓SEC registration above US$100m
- ✓Form ADV Parts 1, 2 and 3
- ✓Fiduciary duty and compliance rule
- ✓No federal capital minimum
02 - BROKER-DEALER
The FINRA member
SEC registration plus FINRA membership for firms effecting transactions. Net capital under Rule 15c3-1, aggregate indebtedness capped at 15:1, and a new-member application that examines the whole business.
SEC Form BD, FINRA new-member application, qualified principals, written supervisory procedures and daily net capital under Rule 15c3-1.
- ✓SEC Form BD registration
- ✓FINRA new-member application
- ✓Rule 15c3-1 net capital
- ✓Aggregate indebtedness 15:1
- ✓Qualified principals and exams
- ✓Written supervisory procedures
Minimum dollar net capital under Rule 15c3-1 attaches to the activities performed and is confirmed for the specific model at filing. OTC derivatives dealers: tentative net capital ≥US$100 million, net capital ≥US$20 million.
Why the USA
Six reasons firms register in America.
✓
The deepest capital pool
The largest investable market on earth, with allocators, custodians and counterparties at a density nowhere else matches.Nothing compares.
✓
No capital wall for advisers
The adviser track is a disclosure regime. A competent boutique can register without a six-figure balance sheet.On the adviser track.
✓
Registration is credibility
SEC-registered status is legible worldwide; it opens doors far outside the United States.SEC-registered reads.
✓
Clear thresholds
US$25 million and US$100 million are bright lines. You know which regulator you answer to before you file.US$25m and US$100m.
✓
A published rulebook
Rules, forms, staff guidance and FAQs are all public. Files are engineered against text, not relationships.Engineered, not lobbied.
✓
Fifty markets, one language
State registration is real work, but the market behind it is uniform in language, contract law and expectations.Fifty markets, uniform.
How it compares
How the USA differs from other routes.
Side by side: no capital wall on the adviser track, and the most demanding supervision anywhere once you are in.
USA vs other jurisdictions
| Feature |  USA | Other jurisdictions |
|---|---|---|
| Adviser capital | No federal minimum | €75k-US$150k |
| Regime | Disclosure + fiduciary | Prudential capital |
| Dealer track | SEC + FINRA + 15c3-1 | Single-regulator licence |
| Supervision | Examination and enforcement | Varies widely |
Adviser capital
USANo federal minimum
Other jurisdictions€75k-US$150k
Regime
USADisclosure + fiduciary
Other jurisdictionsPrudential capital
Dealer track
USASEC + FINRA + 15c3-1
Other jurisdictionsSingle-regulator licence
Supervision
USAExamination and enforcement
Other jurisdictionsVaries widely
Country by country
| Country | License type | Taxation | Requirements |
|---|---|---|---|
| USA | RIA or broker-dealer | 21% federal + state | Form ADV or FINRA NMA |
 England | Investment firm - FCA | 25% main rate | MIFIDPRU £75k-£750k |
 Cayman Islands | Securities manager - CIMA | No income tax | CI$5,000/yr, CI$15k resources |
 Singapore | MAS CMS licence | 17% + incentives | S$1M-S$5M base capital |
USALicense typeRIA or broker-dealer
Taxation21% federal + state
RequirementsForm ADV or FINRA NMA
EnglandLicense typeInvestment firm - FCA
Taxation25% main rate
RequirementsMIFIDPRU £75k-£750k
Cayman IslandsLicense typeSecurities manager - CIMA
TaxationNo income tax
RequirementsCI$5,000/yr, CI$15k resources
SingaporeLicense typeMAS CMS licence
Taxation17% + incentives
RequirementsS$1M-S$5M base capital
Before you register
Requirements for the American routes.Requirements for registration.
Two tracks, two checklists. The list below covers what both actually demand.
01
Entity and state. A US company formed where the business will genuinely operate.
02
Track decision. Adviser or broker-dealer, decided on what the firm actually does for compensation.
03
Threshold analysis. Regulated assets under management measured against the US$25m and US$100m lines.
04
Form ADV. Parts 1, 2A, 2B and, where retail clients are served, the client relationship summary.
05
Compliance programme. Written policies, a chief compliance officer and annual review under the compliance rule.
06
Fiduciary framework. Conflicts identified, disclosed and managed; advertising and custody rules applied.
07
Broker-dealer registration. Form BD, FINRA new-member application and membership agreement.
08
Net capital. Rule 15c3-1 computations live from day one, with the 15:1 indebtedness ratio monitored.
09
Qualified principals. Registered representatives and principals with the required examinations passed.
10
Written supervisory procedures. The FINRA-facing spine of the business, drafted to the actual model.
11
AML programme. A compliant programme with an independent test and a designated officer.
01
US entity, real state.
02
Track decided on facts.
03
Thresholds measured.
04
Form ADV parts filed.
05
Compliance programme, CCO.
06
Fiduciary conflicts managed.
07
Form BD + FINRA NMA.
08
Net capital live daily.
09
Principals exam-qualified.
10
Supervisory procedures.
11
AML with independent test.
Reflects the Advisers Act, the Exchange Act and FINRA rules as of 2026. State requirements vary and are checked for each state where the firm operates.Advisers Act, Exchange Act, FINRA rules, 2026.
How it works
From first call to the register.
01
Track and threshold
What the firm is paid to do, and where its assets sit against the US$25m and US$100m lines.Which regulator.
02
Entity and people
US company formed, principals identified, examinations scheduled where the broker-dealer track applies.Exams scheduled.
03
The filing
Form ADV with the compliance programme, or Form BD with the FINRA new-member application.ADV or BD + NMA.
04
Review
SEC, state or FINRA comments answered. The phase where prepared documents save months.Comments answered.
05
Live and supervised
Registration effective, calendars set for updates, reviews and. On the dealer track. Daily net capital.Calendars running.
Quick facts
Adviser regulatorsSEC and the states
Mid-sized bandUS$25m-US$100m
Federal registrationAbove US$100m
New York ruleMid-sized register federally
Adviser filingForm ADV
Dealer registrationSEC + FINRA
Net capital ratio15:1
OTC derivatives dealerUS$100m / US$20m
Mid-sized advisers register with the SEC where they are not required to register in their home state or are not subject to state examination. New York being the notable case.
On the ground in the USA
Run from our Miami office.
Prifinance - USA
Miami · USA
Miami, Florida - meetings by appointment
01
Track and threshold
Adviser or broker-dealer, state or federal. Decided on the facts before any form is opened.Facts before forms.
02
Form ADV and compliance
The disclosure documents and the compliance programme built together, because examiners read them against each other.Drafted together.
03
FINRA membership
The new-member application run as the full project it is. Procedures, principals and systems.Run as a project.
04
Ongoing supervision
Annual updates, reviews and net-capital monitoring calendared from day one.Calendared day one.
We also have offices in
Tallinn
Estonia
Roseni 13
Vilnius
Lithuania
Gedimino pr. 2
Prague
Czech Republic
Vlkova 532/8, Žižkov
Dubai
UAE
33 Level, Al Saqr Business Tower
London
United Kingdom
7 Bell Yard
Madeira
Portugal
Rua da Alegria 31, 1F
Istanbul
Turkey
Perpa Ticaret Merkezi, A Blok
Good to know
Taxation of investment firms in the USA.
Twenty-one percent federal, plus a state layer that varies more than most founders expect.
21% federal corporate tax
The flat federal rate on corporate profits. The base layer for a C-corporation.The base layer.
State tax 0-9%
State corporate rates range from nothing to roughly nine percent. The choice of state is a real planning decision.Choice matters.
Pass-through alternatives
LLCs and S-corporations shift taxation to owners. Often better for an advisory boutique, modelled per founder.Often better for RIAs.
Capital gains at holder level
Long-term rates of 0/15/20% plus the net investment income tax apply to individuals, not the operating entity.0/15/20% + NIIT.
No federal VAT
There is no federal value-added tax; state sales taxes rarely touch investment advisory fees.Fees unpadded.
Treaties 60+
A broad network. Cross-border ownership and fee flows are routed with relief where structured properly.Routed with relief.
Tax summary
Federal corporate tax21%
State corporate tax0-9%
Pass-through optionsLLC · S-corporation
Federal VATNone
Tax treaties60+
*Figures as of 2026. Entity choice and state selection are modelled per founder and ownership structure before formation.
Turnkey professional support
Experienced lawyers and international consultants.
We provide end-to-end support, from company registration and the application file to regulatory interaction and compliance oversight - with an individualized approach to each client.
Oleksii Kindratenko
Builds the application itself: US company, AML/KYC policy pack, capital structure and tax registrations. His document sets are the reason reviews finish in months, not years.
Eugeniu Bevziuc
First point of contact for international founders. Runs the whole setup remotely, across time zones and languages - from the first call to a live, registered firm.
Follow Prifinance
Active across our channels.
USA · SEC & FINRA
Launch your investment firm in the USA with expert support.
Full-service assistance - from track selection and Form ADV to FINRA membership and ongoing compliance - run through our Miami office.
Get a consultation →Free legal opinion
Is the USA the right fit for your project?
Our legal team will analyze your case at no cost and provide a written legal opinion: which jurisdiction, licence scope, or route fits your business.
Written assessment within 2-5 business days
Request a free conclusion →FAQ
The US investment licence: frequent questions.
Do I register as an adviser or a broker-dealer?+
It depends on what you are paid to do. Advice and discretionary management make you an investment adviser; effecting securities transactions for others or for your own account makes you a broker-dealer. Some groups need both, in separate entities - the decision comes before anything is filed.
When do I register with the SEC rather than a state?+
Generally by size: below US$25 million of regulated assets you register with a state; between US$25 million and US$100 million you are a mid-sized adviser; above US$100 million you register with the SEC. Mid-sized advisers register federally where they are not required to register in their home state or are not subject to state examination.
What is the New York exception?+
New York is the state where mid-sized advisers are not subject to state examination, so mid-sized advisers based there register with the SEC instead. It is the most commonly missed detail in the threshold analysis.
How much capital does an adviser need?+
There is no federal minimum capital requirement for investment advisers - the regime is built on disclosure, fiduciary duty and compliance rather than a balance-sheet wall. Some states impose their own net-worth or bonding requirements.
What does the broker-dealer track require?+
SEC registration on Form BD, FINRA membership through the new-member application, qualified principals with the right examinations, written supervisory procedures, and net capital under Rule 15c3-1 with aggregate indebtedness limited to fifteen times net capital.
What net capital must a broker-dealer hold?+
Minimum dollar amounts attach to the activities performed under Rule 15c3-1 and are confirmed for the specific model at filing. Specialist categories are explicit: OTC derivatives dealers must hold tentative net capital of at least US$100 million and net capital of at least US$20 million; security-based swap dealers face a US$20 million minimum.
How long does it take?+
Adviser registration typically runs a few months from a complete Form ADV. The FINRA new-member application is a much larger project - commonly six to twelve months, because the whole business is examined, not just the form.
Can a non-US firm register?+
Yes - foreign advisers and dealers can register, with additional considerations around jurisdiction, service of process and, on the adviser side, exemptions that may apply. We assess the structure before choosing between registration and an exemption.
How are US investment firms taxed?+
21% federal corporate tax plus a state layer between zero and roughly nine percent, with pass-through structures such as LLCs and S-corporations often better suited to advisory boutiques. There is no federal VAT.
Why Prifinance for the USA?+
The track and threshold analysis done properly before any form is opened, Form ADV and the compliance programme drafted as one document set, and FINRA membership run as the project it actually is - from our Miami office.
Adviser or dealer?+
What you're paid to do.
SEC or state?+
US$25m and US$100m.
New York?+
Mid-sized go federal.
Adviser capital?+
No federal minimum.
Dealer track?+
SEC + FINRA + 15c3-1.
Net capital?+
By activity; OTC US$100m/20m.
How long?+
Months; NMA 6-12.
Non-US firm?+
Yes - structure assessed.
Taxes?+
21% + state layer.
Why you?+
Track analysis first.
Client notes
Google4.7★★★★★
Founders who wanted it done right.
Google4.7★★★★★
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Start today
One message away from your US registration.
Get a free legal opinion on your project - our legal team will analyze your case at no cost and provide a written legal opinion: which jurisdiction, licence scope, or route fits your business.Free legal opinion: which US track fits your project and what it will cost.
✓Written legal opinion within 2-5 business days - free of charge✓A clear recommendation on the right licence scope, not a sales pitch✓Transparent fixed fees, confirmed up front✓EN · RU · ES speaking team
Prifinance is an independent law and advisory firm. We are not a regulator and are not affiliated with, endorsed by, or acting on behalf of SEC and FINRA or any other public authority. Authorisations are granted by, and obtained directly from, the competent authorities.