Custody, Advice and the Line Between Them: How a Subscription Retirement App Can Operate Before RIA Approval

Why the question matters to a partner

A benefits platform putting its brand on a retirement app is lending its reputation to the app's regulatory posture. If the app claims to be something it is not, the partner's users are the ones who were misled. So the first diligence question is not "what does the app do?" but "what is the app allowed to do, today, and how does it stay inside that?"

Gigaverse is pursuing SEC registration as an investment adviser and has not yet been approved. This article explains what that means in practice: which functions require registration, which do not, who holds the assets, and how the app operates honestly in the interval. It is written for a partner's compliance reviewer, and the commercial terms are separate on the benefits platform partnership page.

Custody: who holds the money

Custody is the simpler half. Under the Advisers Act custody rule and the Exchange Act's customer-protection framework, the entity that holds client securities and cash must be a qualified custodian, typically a broker-dealer or bank. Gigaverse is neither. The user's Roth IRA is opened at, and held by, a FINRA/SIPC-member broker-dealer, in the user's name. Contributions move from the user's own bank account to that account on the user's instruction. Gigaverse never holds, sweeps, or has withdrawal authority over the funds.

Two consequences follow, and a partner should state both plainly to users. First, SIPC protection applies to the broker-dealer's custody of securities, subject to SIPC's limits and exclusions; it is not protection of Gigaverse, and Gigaverse makes no claim to be SIPC- or FDIC-protected itself. Second, because Gigaverse has no custody, the Advisers Act custody rule's surprise-examination and account-statement requirements do not attach to it even after registration.

Advice: the function that requires registration

The Investment Advisers Act defines an adviser as a person who, for compensation, is in the business of advising others about the value of securities or the advisability of investing in them. A firm that fits the definition and manages more than the state-registration threshold registers with the SEC; many internet-based advisers use Rule 203A-2(e) to register with the SEC regardless of assets.

Until registration is effective, an app must not do the thing the Act regulates: give personalized advice about securities for compensation. What it may do is a longer list than most people expect.

Permitted without registration:

• •Contribution math. How much a user with a given Schedule C estimate can contribute to a Roth IRA ($7,500 for 2026), a SEP (roughly 20 percent of adjusted net self-employment earnings), or a Solo 401(k) ($24,500 deferral plus the employer piece, up to $72,000 or $80,000 at 50 and older). This is tax arithmetic, not securities advice.
• •Deadline tracking. The December 31 written election for a Solo 401(k) deferral, the extended-due-date deposit window, the April 15 Roth IRA cutoff.
• •General education. How a Roth differs from a traditional account, what an expense ratio is, what the Saver's Match is and where its payment must land. Education that is not tailored to an individual's securities holdings is not advice.
• •Account facilitation. Helping a user open an account at a broker-dealer and fund it, where the user then selects their own investments from the broker-dealer's menu.
• •Tracking and reporting. Displaying contributions against limits and preparing a summary for the user's CPA.

Requires registration:

• •Recommending a specific fund or allocation to a specific user.
• •Managing the account on a discretionary basis.
• •Charging for advice, or being compensated in a way that depends on the user's investment decisions.

Gigaverse today does the first list and not the second. Investment selection happens at the broker-dealer under the user's own direction. When registration is approved, the app will be able to offer personalized allocation guidance under its own Form ADV, with the disclosures that requires.

Where the line gets tested

Three places an app in this posture must be careful, and a partner should verify each.

Default portfolios. Presenting a single default investment as "recommended for you" is advice. Presenting the broker-dealer's menu, with neutral information about each option, is not. The distinction is in the framing and the personalization.

AI assistants. An in-app assistant that answers "what should I invest in?" with a specific recommendation is giving advice. An assistant that answers with the contribution math and directs the user to the broker-dealer's menu is not. The assistant's guardrails must reflect the firm's registration status, and they must not describe the app as "your adviser" before it is one.

Marketing language. "Pursuing SEC RIA registration" is accurate. "Registered" is not, until it is. "Fiduciary" is not, until it is. A partner's white-label copy inherits the same constraint.

Compensation is constrained regardless of status

The compensation structure does not change at registration, because the constraints that shape it are independent of it.

Gigaverse charges users a flat subscription. It pays partners a share of that subscription revenue or a flat per-seat licence fee. It does not pay per account opened, per deposit, per enrollee, or basis points on assets. Payments tied to account openings or deposits resemble transaction-based compensation under Exchange Act Section 15(a) and FINRA Rule 2040, whether or not the payer is an adviser. Once registered, an adviser also may not share advisory fees with unregistered parties, and SEC Marketing Rule 206(4)-1 requires a written agreement and promoter disclosure for any compensated partner above $1,000 in twelve months. Some states require paid solicitors of advisory clients to register as investment adviser representatives. Gigaverse applies the Marketing Rule discipline now, before it is strictly required, so that nothing changes for partners at approval. The user-facing statement is the how we make money page.

The honest product description

For a partner's compliance file, the description that is accurate today:

• •Subscription retirement app for 1099 workers.
• •Roth IRA held at a FINRA/SIPC-member broker-dealer in the user's name; Gigaverse has no custody.
• •Solo 401(k) and SEP IRA applications are open (reviewed by a person, not instant in-app opening); contribution math, tracking, and CPA hand-off provided throughout.
• •Pursuing SEC RIA registration; no personalized investment advice until approved.
• •No guaranteed returns; illustrations use 6%, the rate the Treasury uses in its own projections.
• •Saver's Match support from January 1, 2027: identifies likely-eligible users under the MAGI phase-outs ($20,500 to $35,500 single, $30,750 to $53,250 head of household, $41,000 to $71,000 joint) and explains that the payment must land in a non-Roth IRA, per the Saver's Match Roth rule page.
• •Partner compensation: subscription revenue share or flat per-seat licence only.

The free tools demonstrate the permitted functions without an account, which is a convenient way for a reviewer to see the boundary in practice.

Where Gigaverse fits

Gigaverse is a subscription retirement app for 1099 workers that operates today on the tax-math, tracking, and account-facilitation side of the adviser line while it pursues SEC RIA registration. It offers a Roth IRA through a FINRA/SIPC-member broker-dealer, holds no assets itself, plans Solo 401(k) and SEP rails, and provides the math and CPA hand-off for those plans now. It does not guarantee returns and pays partners only through subscription revenue share or flat per-seat licences. The partnership terms are on the benefits platform partner page.