SEC Charges 38 Entities with Filing False Forms ADV to Impersonate Legitimate Investment Advisers

According to the release, the 38 defendants filed Forms ADV with the Commission between 2025 and 2026 that contained material misrepresentations. The complaints, filed in the U.S. District Court for the District of Colorado, describe a pattern of conduct that includes:

• Listing business addresses in Colorado where the defendants had no actual presence
• Providing phone numbers that were either disconnected or belonged to unrelated businesses
• Disclosing ownership structures and numerical data that were identical, or nearly identical, across a large number of purported exempt reporting advisers (ERAs)
• Claiming that private fund financial statements had been audited by one of two accounting firms that cannot be found in any public state or federal accountancy registry
• Marketing on websites that displayed fabricated certificates falsely indicating SEC registration

The SEC also alleges that a number of the defendants connected to the Commission’s filing system using IP addresses traced to foreign jurisdictions, and that the defendants failed to respond to requests from Commission counsel seeking records to substantiate the information in their Forms ADV.

The complaints charge the defendants with violating Sections 204(a) and 207 of the Investment Advisers Act of 1940. The SEC is seeking:

• Permanent injunctions barring further violations of the charged provisions
• Conduct-based injunctions prohibiting the defendants from filing Forms ADV as exempt reporting advisers in the future
• Civil monetary penalties

As examples of the individual actions filed, the release cites SEC v. Abrdn Canada Limited, No. 1:26-cv-03951 (D. Colo., filed Aug. 27, 2026), and SEC v. Absolutaris Base Limited, No. 1:26-cv-03952 (D. Colo., filed Aug. 27, 2026), among 36 other separately filed complaints against the remaining entities.

In connection with the enforcement sweep, the SEC’s Office of Investor Education and Assistance issued an investor alert warning that scammers are using ERA filings to manufacture a false appearance of legitimacy and lure investors into scams. The Commission specifically cautioned investors to be wary of any purported ERA that offers investment advice directly to individual retail investors or that claims to be registered with the SEC, since exempt reporting advisers are, by definition, exempt from full registration.

Separately, the SEC has removed the ERA filings of all 38 entities from the Commission’s public website. The release notes that the investigation was conducted by the SEC’s Division of Enforcement Cyber and Emerging Technologies Unit, with the assistance of the FBI’s Operation Level Up initiative.

This action is a useful reminder that a Form ADV filing, by itself, is not a stamp of legitimacy. Exempt reporting advisers occupy a lighter-touch corner of the regulatory framework, and this case illustrates how that lighter touch can be exploited by bad actors seeking to project false credibility to retail investors. For financial advisory firms and their principals, the case also underscores that the SEC is actively cross-referencing ADV data across filers, looking for red flags such as duplicated ownership disclosures, unverifiable auditors, and mismatched contact information. Firms should treat the accuracy and verifiability of every representation in their Form ADV, including auditor identity, business address, and ownership structure, as a matter of real regulatory exposure, not mere paperwork.

For retail investors, the case is a reminder that a claim of SEC registration or ERA status should be independently verified through the SEC’s own systems before entrusting any assets to an adviser.