Offering Investing, Trading and Custody to LATAM Residents Through a US RIA

One of the most common misconceptions we hear from Latin American fintechs is that offering US investing, trading and custody to their local users requires years of licensing work, a US banking partner, or a full local brokerage build. In most cases, it does not. The path runs through a US registered investment adviser, and it has been available for a long time to firms that understand how to structure it.

At NextReg, we work on both sides of this problem. We are a compliance firm, and NextReg Advisors is pending registration as an investment adviser with the SEC, which means we can either help a firm build and register its own US adviser or let that firm operate under our regulatory infrastructure once registered. This article explains how the model actually works, what it requires, and where firms get it wrong.

The Structure Most LATAM Firms Do Not Know About

A US investment adviser does not need a US client base to exist. It needs to be registered with either the SEC or a state, and it needs to conduct its advisory business in a manner consistent with that registration. For firms whose clients are located outside the United States, two structures matter most.

The internet adviser exemption. Rule 203A-2(e) under the Investment Advisers Act allows an adviser that provides advice to all of its clients exclusively through an interactive website to register with the SEC rather than with individual states. For a digital-first platform, this is often the cleanest route to becoming a US registered adviser, provided the firm can genuinely meet the conditions of the rule and maintain the required records demonstrating that it does.

Operating under an existing registered adviser. Instead of registering, a firm can operate as a technology and distribution layer on top of an adviser that is already registered, such as NextReg Advisors, which is pending registration with the SEC. The registered adviser holds the advisory relationship, the fiduciary duty, the supervisory obligations and the regulatory filings. The platform builds the product, the interface and the client experience. This is how most firms reach the market fastest, and it is often the right first step even for firms that fully intend to register later.

How Non-US Clients Are Onboarded Compliantly

The concept that makes this model work is reverse solicitation. Broadly, a non-US resident who seeks out a US financial institution on their own initiative and opens an account in the United States is treated differently from a resident whom that institution actively solicited inside their home country. Most Latin American regulators draw a similar line: what is regulated is the offering activity conducted in their jurisdiction, not the mere fact that a resident holds a foreign account.

That distinction is fact specific, and it is not a loophole. It is a compliance program. If a firm wants to rely on reverse solicitation, it needs to be able to demonstrate, per client and per country, that the relationship was initiated appropriately and that no prohibited solicitation occurred. That means controls over marketing, over the language and geo-targeting of campaigns, over what sales teams may and may not say, over how leads are captured, and over how all of it is documented and retained.

Nothing here removes the underlying obligations. Every account is still contingent on full KYC and customer identification, on AML and sanctions screening, on beneficial ownership analysis where an entity is involved, on tax documentation such as the W-8BEN series, and on compliance with the applicable law of the client's own country. A cross border program that skips any of these is not a program, it is exposure.

What a Cross Border Compliance Program Contains

When we build one of these programs, it typically covers the following components. Firms evaluating providers should expect all of them, not a subset.

Country by country analysis. Mexico, Brazil, Chile, Colombia, Argentina and the rest of the region do not treat foreign solicitation identically. The program needs a documented position for each target market, refreshed as local rules change, and a clear list of permitted and prohibited activities in each.

Marketing and communications controls. Written policies on what can be published, in which language, targeted at whom, and reviewed by whom. This is where most cross border programs fail, because growth teams move faster than the review process.

Onboarding and evidence. Account opening flows that capture how the client arrived, the attestations that support the reverse solicitation position, identity and address verification, and screening results, all stored as books and records.

AML program. Risk assessment, customer due diligence and enhanced due diligence for higher risk jurisdictions and politically exposed persons, transaction monitoring, and independent testing.

Advisory obligations. Form ADV disclosure that accurately describes the non-US client base, suitability and best interest analysis, fee disclosure, custody arrangements, and the compliance manual and supervisory procedures required under Rule 206(4)-7.

Ongoing testing. Annual review plus continuous monitoring, because a cross border program drifts quickly as the firm enters new countries and launches new campaigns.

Where Custody and Trading Fit

A registered adviser gives a firm the regulated advisory layer. It does not, by itself, hold client assets or execute trades. Those functions sit with a US broker-dealer, custodian and clearing firm. This is the part that stops many otherwise well-planned projects, because custodian onboarding has its own diligence process and its own view of non-US clients.

NextReg Advisors, pending registration with the SEC, is already integrated with our custodian partners, which means a platform operating under our infrastructure inherits working account opening, funding, trading and custody rails rather than negotiating them from zero. For firms building their own adviser, we run the same integration work as part of the launch, so the regulatory structure and the operational stack are designed together instead of sequentially.

Choosing Between Your Own RIA and Existing Infrastructure

The decision usually comes down to time, control and economics. Operating under an existing adviser gets a product to market in a fraction of the time, avoids the cost of standing up a compliance function before there is revenue, and lets the firm validate demand before it commits. The tradeoff is that the registered adviser sets the guardrails, and the firm operates inside them.

Registering your own adviser gives full control over the product, the fee structure, the brand and the client relationship, and it is the right end state for most firms that intend to build a durable investing business. The tradeoff is the registration timeline, the ongoing compliance obligation, and the need for a chief compliance officer who actually understands cross border advisory work.

These are not mutually exclusive. The sequence we most often recommend is to launch under existing infrastructure, prove the model with real clients and real revenue, and register the firm's own adviser once the volume and the roadmap justify it.

What We Do Differently

Most compliance providers can write a manual. Fewer can tell a Brazilian fintech what it may say in a Portuguese-language campaign, structure the onboarding evidence that supports it, and have the accounts open at a US custodian the same quarter. That combination, cross border regulatory expertise plus an SEC registered adviser plus live custodian integrations, is why firms come to us for this specific problem.

If you are evaluating this path, the first conversation should be about your target countries, your distribution model and your timeline. The structure follows from those answers, not the other way around.