Colorado Changes Notice Filing Requirements for SEC-Registered Investment Advisers

The Colorado Division of Securities passed recent rules that may affect SEC registered advisers’ notice filing obligations and state-registered advisers’ registration obligations, even if the firm does not maintain an office in Colorado.

Effective August 12, 2026, Colorado enacted HB 26-1188, which amended the Colorado Securities Act’s licensing, notice filing, and registration provisions. The most significant change is the removal of the “place of business” trigger for SEC-registered investment advisers and state-registered investment advisers. Colorado has replaced this with a broader “transacting business” standard.

Why This Matters

Previously, an SEC-registered adviser was only required to make a notice filing in Colorado if it maintained a physical place of business in the state or employed an investment adviser representative (IAR) with a Colorado place of business. Under the new standard, both SEC- and state-registered advisers now trigger a Colorado notice filing or registration obligation simply by transacting business with six or more Colorado clients, regardless of whether the firm has a physical presence in the state.

This is especially relevant for firms that serve Colorado clients remotely or online without a local office or Colorado-based IAR, as those arrangements may no longer be automatically outside Colorado’s notice filing requirements.

Recommended Next Steps

1. Review your firm’s current Colorado client base, including remote and online-only relationships, in light of the new “transacting business” standard, and determine whether you maintain six or more clients in the state.
2. Confirm whether a new or updated Colorado notice filing or registration is required for your firm or any IARs servicing Colorado clients.
3. Reach out to us with any questions about how this change affects your specific registration status and to assist with potential notice filing.

We are closely monitoring for further guidance from the Colorado Division of Securities as firms begin implementing this change, and we will update you as more information becomes available. Your team at Stark & Stark remains available to review your firm’s Colorado filing status and assist with making the filing.