1 DBA Legal Requirements Research Handoff
Legal Research Request for Investment Adviser DBA Compliance
1.1 RESEARCH OBJECTIVE
Conduct comprehensive legal research on “Doing Business As” (DBA) requirements, limitations, and compliance obligations for investment advisers, with specific focus on Utah registration and multi-state operations.
1.2 CURRENT SITUATION
Legal Entity: Invest Vegan LLC (New York-domiciled LLC, formed July 2021) Current DBA: Ethical Capital Investment Collaborative Regulatory Status: Utah-registered investment adviser (CRD #316032) Business Operations: Currently operating in Utah with clients in multiple states under de minimis rule
1.3 CRITICAL LEGAL QUESTIONS
1.3.1 1. DBA Registration and Compliance Requirements
Primary Research Questions: - What are the legal requirements for registering and maintaining a DBA in Utah? - Does the DBA “Ethical Capital Investment Collaborative” require separate registration with Utah Division of Securities or other Utah agencies? - What are the ongoing compliance obligations for maintaining DBA registration? - Are there specific filing requirements, renewal periods, or fees associated with DBA maintenance?
Secondary Considerations: - Does the Utah business registration system require the DBA to be filed at the state level, county level, or both? - What are the consequences of operating under an unregistered or expired DBA? - Are there specific requirements for investment advisers versus general business entities?
1.3.2 2. Multi-State DBA Operations
Core Questions: - When expanding to other states under the de minimis rule, does the DBA need to be registered in each state where we have clients? - What are the DBA requirements in states where we may establish a physical presence or substantial business operations? - How does DBA registration interact with investment adviser licensing in different states?
Expansion Scenarios: - Current: Utah registration with clients in multiple states (de minimis) - Near-term: Potential expansion to California, New York, Texas, Colorado - Long-term: SEC registration transition (at $100M+ AUM) and national operations
1.3.3 3. Regulatory Filing and Disclosure Requirements
Investment Adviser Specific Issues: - How must the DBA be disclosed in Form ADV filings with state and federal regulators? - What is the proper format for disclosing legal entity name versus DBA in regulatory filings? - Are there specific requirements for how investment advisers must identify themselves in client communications, marketing materials, and regulatory correspondence?
Form ADV Compliance: - Current Form ADV Language: “Invest Vegan LLC DBA Ethical Capital Investment Collaborative” - Question: Is this the correct legal format for regulatory disclosures? - Alternative Formats: Should it be “Invest Vegan LLC d/b/a Ethical Capital Investment Collaborative” or other variations?
1.3.4 4. Client Agreement and Contract Implications
Legal Entity Contracting: - Can client agreements be executed in the DBA name, or must they be signed by the legal entity? - What are the proper signature blocks and entity identification requirements for investment advisory agreements? - How does DBA usage affect legal liability, enforceability, and regulatory oversight?
Disclosure Requirements: - What level of entity name disclosure is required in client agreements and marketing materials? - Are there investor protection requirements that mandate disclosure of the underlying legal entity?
1.3.5 5. Banking, Custody, and Operational Implications
Financial Operations: - Can business bank accounts be opened in the DBA name, or must they be under the legal entity name? - How do custody relationships with Altruist, Schwab, and other custodians interact with DBA usage? - What are the requirements for business insurance, liability coverage, and professional errors & omissions insurance?
1.3.6 6. Intellectual Property and Brand Protection
Trademark and Brand Issues: - Does the DBA “Ethical Capital Investment Collaborative” require trademark registration? - How does DBA usage interact with domain name ownership (ethicic.com) and social media accounts? - What are the brand protection implications of operating under a DBA versus the legal entity name?
1.3.7 7. Transition and SEC Registration Preparation
Future Compliance Planning: - How will DBA requirements change when transitioning to SEC registration (at $100M+ AUM)? - Are there specific SEC requirements for investment adviser entity naming and DBA disclosure? - What advance planning is needed to ensure smooth transition from state to federal registration?
1.4 RESEARCH PARAMETERS
1.4.1 Jurisdictional Focus
Primary Jurisdictions: 1. Utah (current registration state) 2. New York (entity domicile state) 3. Federal/SEC (future registration authority)
Secondary Jurisdictions (for multi-state expansion): 4. California 5. Texas 6. Colorado 7. Florida
1.4.3 Practical Considerations
Operational Requirements: - Timeline for bringing DBA registrations into compliance - Cost implications of multiple state registrations - Administrative burden of maintaining multi-state DBA compliance - Integration with existing compliance monitoring systems
1.5 DELIVERABLE EXPECTATIONS
1.5.1 Legal Memorandum Should Include:
Executive Summary: Clear determination of current compliance status and immediate action requirements
Statutory Analysis: Comprehensive review of applicable DBA statutes and regulations in relevant jurisdictions
Regulatory Compliance Matrix: State-by-state breakdown of DBA requirements for investment advisers
Form ADV Guidance: Specific recommendations for proper entity name disclosure format
Operational Recommendations: Practical guidance for maintaining DBA compliance across multiple jurisdictions
Risk Assessment: Analysis of compliance risks and potential regulatory consequences
Implementation Timeline: Recommended steps and deadlines for bringing DBA registrations into compliance
Ongoing Compliance: Framework for monitoring and maintaining DBA requirements as business expands
1.5.2 Critical Decision Points Requiring Legal Opinion:
- Is current DBA usage compliant with Utah requirements?
- What immediate action is required to maintain regulatory compliance?
- How should the entity be identified in the upcoming Form ADV amendment?
- What is the recommended DBA compliance strategy for multi-state expansion?
1.6 TIMELINE AND PRIORITY
High Priority (immediate research needed): - Utah DBA compliance requirements for current operations - Form ADV disclosure format for upcoming amendment - Immediate compliance risks requiring resolution
Medium Priority (within 30 days): - Multi-state DBA requirements for de minimis operations - Banking and custody implications - Client agreement signature requirements
Long-term Planning (within 90 days): - SEC registration preparation and DBA implications - Multi-state expansion strategy - Trademark and intellectual property considerations
1.7 RESEARCH COORDINATION
Primary Contact: Sloane Ortel, Chief Compliance Officer Research Firm: [TO BE DESIGNATED] Budget Authorization: [TO BE CONFIRMED] Deadline for Initial Opinion: [TO BE ESTABLISHED - RECOMMEND 10 BUSINESS DAYS FOR CRITICAL ISSUES]
1.8 BACKGROUND DOCUMENTATION TO PROVIDE
- Current Form ADV Part 1 and Part 2 (showing current entity naming)
- Articles of Organization for Invest Vegan LLC (New York formation documents)
- Current Utah Investment Adviser Registration documentation
- Sample Client Agreements showing current signature practices
- Business Bank Account Documentation showing current account naming
- Insurance Policies showing current entity coverage
- Domain Registration and Social Media Account documentation
CRITICAL NOTE: This research is needed to support the Form ADV amendment currently in draft. Urgent attention is required for questions affecting the proper legal entity disclosure format in regulatory filings.
Research Priority: Focus first on Utah compliance requirements and Form ADV disclosure format, as these affect immediate regulatory filing obligations.