SEC Sues 38 Purported Advisers, Alleging False Form ADV Filings

The SEC sued 38 purported exempt reporting advisers for allegedly filing fabricated Form ADVs to falsely portray themselves as legitimate advisory firms.

The complaints, filed in the U.S. District Court for the District of Colorado, allege material misrepresentations in Form ADVs filed between 2025 and 2026. The SEC said that (i) the firms listed Colorado business addresses where they had no presence, along with disconnected phone numbers or numbers belonging to unrelated businesses; (ii) their disclosed ownership structures and numerical data were identical or nearly identical across defendants; (iii) they claimed audits by one of two accounting firms that could not be found in any public registry; and (iv) several used foreign IP addresses to access the SEC's filing system.

One complaint alleged a firm claimed to advise a single private fund with 89 investors and a gross asset value of roughly $49 million, listing an auditor, "Indicator Global," absent from any public accountancy registry, plus a false Denver address and disconnected phone number. A website bearing the firm's name allegedly displayed a fabricated SEC certificate falsely indicating "SEC RIA permission," despite the Commission not issuing such certificates or reviewing exempt reporting adviser filings before publication. The complaint stated that the firm also claimed to be a commodity pool operator or commodity trading adviser, though it had made no corresponding CFTC or NFA filings. The firm allegedly did not respond to an SEC letter seeking records to substantiate the filing. According to the complaint, the mailing came back undeliverable and the listed phone number was disconnected.

The SEC charged the defendants with violating Advisers Act Section 207 ("Material misstatements") for alleged untrue statements of material fact in a Commission filing and Advisers Act Section 204(a) ("Reports by investment advisers") for purportedly failing to make books and records available for examination.

The SEC seeks permanent injunctions, conduct-based injunctions barring the defendants from filing Form ADVs as exempt reporting advisers, and civil monetary penalties.