15 U.S.C. § 80b–3a — State and Federal responsibilities

(a) Advisers subject to State authorities. (1) An adviser that is (or must be) regulated as an investment adviser by the state where it keeps its main office cannot register with the SEC under section 80b–3, unless it (A) manages at least $25,000,000 in assets (or a higher amount the SEC sets by rule), or (B) advises an investment company registered under the Investment Company Act. (2)(A) A "mid-sized" adviser described in (B) below cannot register with the SEC unless it advises a registered investment company or an elected, non-withdrawn business development company — except that if this rule would force the adviser to register with 15 or more states, it may register with the SEC instead. (B) A covered mid-sized adviser is one that (i) must register with, and would be examined by, its home state's securities regulator, and (ii) manages assets between the floor set in (1)(A) and $100,000,000 (or a higher SEC-set ceiling). (3) "Assets under management" here means the securities portfolios the adviser continuously and regularly supervises or manages. (b) Advisers subject to Commission authority. (1) No state or local law requiring registration, licensing, or qualification as an investment adviser or supervised person applies to: (A) someone registered with the SEC under section 80b–3, or their supervised person — except a state may still license or register an adviser representative who has a place of business in that state; (B) someone not registered because they're excluded from the "investment adviser" definition in section 80b–2(a)(11); (C) someone exempt from registration under section 80b–3(b)(7), or their supervised person; or (D) someone exempt from registration under section 80b–3(b)(8), or their supervised person. (2) This doesn't stop a state securities regulator from investigating or bringing enforcement actions against an adviser, or a person associated with one, for fraud or deceit. (c) Exemptions. Despite subsection (a), the SEC — on its own motion by rule or regulation, or by order after an application — may let a person or class of people register with the SEC even though subsection (a) would otherwise apply, if applying (a) would be unfair, would burden interstate commerce, or would otherwise conflict with this section's purpose. (d) State assistance. At the request of a state's securities regulator, the SEC may provide training, technical assistance, or other reasonable help with regulating investment advisers in that state.