Federal Register #2026-22741

SEC rule updates small-entity definitions for investment funds and advisers

The Securities and Exchange Commission (SEC) issued a final rule updating small-entity definitions used in regulatory analyses. - Government entity: Securities and Exchange Commission (SEC); no sub-agency or issuing office is identified. - Rule changes: Raises the investment-fund net-asset threshold from $50 million to $10 billion and the investment-adviser assets-under-management threshold from $25 million to $1 billion; removes the advisers’ separate $5 million total-assets threshold. - Other requirements: Allows applicable asset thresholds to be adjusted for inflation every 10 years, adopts the Form N-CEN “family of investment companies” definition, and makes related amendments to Form ADV and the continuing hardship exemption rules for electronic filings by certain small SEC-registered advisers. - Procurement: This is a regulatory action, not a procurement opportunity. No products, services, vendors, OEMs, or purchase quantities are specified.

Description

The Securities and Exchange Commission is adopting a final rule amending the definitions of “small business” and “small organization” used for Regulatory Flexibility Act analyses concerning registered investment companies, business development companies, and investment advisers. The amendments raise certain asset-based thresholds, provide for inflation adjustments every 10 years, and eliminate the total-assets threshold for advisers. They also make conforming changes to Form ADV and the rule allowing certain small SEC-registered advisers to seek a continuing hardship exemption from electronic filings. The final rule was published November 6, 2026, with specified amendments effective February 4, 2027.

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