FINRA Rule 2210 governs communications with the public by broker-dealers and their associated persons. Adopted to consolidate and modernize earlier advertising rules, Rule 2210 establishes content standards, supervisory requirements, and filing obligations that apply to virtually every form of communication a broker-dealer uses to reach current or prospective customers. For firms that are dually registered as both investment advisers and broker-dealers, understanding Rule 2210 alongside the SEC Marketing Rule is critical.
Communication Categories
Rule 2210 divides communications into three categories with distinct regulatory treatment. Retail communications are any written or electronic communications distributed or made available to more than 25 retail investors within a 30-day period. Correspondence consists of written or electronic communications distributed to 25 or fewer retail investors within a 30-day period. Institutional communications are directed exclusively to institutional investors, which include banks, insurance companies, registered investment companies, and persons with total assets of at least $50 million.
Content Standards
Content standards under Rule 2210 require that all communications be fair and balanced, provide a sound basis for evaluating the products or services discussed, and not omit material information that would make the communication misleading. Communications may not predict or project performance, imply that past performance will recur, or make exaggerated or unwarranted claims. These standards apply across all three communication categories, though the level of supervisory review differs.
Approval Requirements
Approval requirements vary by communication type. Retail communications generally must be approved by a registered principal prior to first use. New member firms are subject to heightened filing requirements during their first year of FINRA membership. Correspondence is subject to supervision and review, but the specific procedures are left to the firm written supervisory procedures. Institutional communications must be subject to supervisory review, but pre-use principal approval is not required as long as the firm has established appropriate training and review policies.
Filing Requirements
Filing requirements with FINRA add another layer of oversight. Certain retail communications must be filed with the FINRA Advertising Regulation Department within 10 business days of first use, including communications concerning registered investment companies, variable insurance products, and certain options-related materials. New member firms must file all retail communications at least 10 business days before first use for the first year of membership. FINRA also has authority to require pre-use filing of specific communications.
Recordkeeping
Recordkeeping obligations require firms to maintain copies of all retail communications and correspondence for at least three years from the date of last use, with the first two years in a readily accessible location. Records must include the name of the registered principal who approved each retail communication, the date of approval, and any supporting documentation. Firms should maintain organized filing systems that enable rapid retrieval during regulatory examinations.
Social Media & Digital
Social media and digital communications fall squarely within Rule 2210 scope. Interactive electronic forums such as chat rooms and social media comment threads are generally treated as correspondence if directed to 25 or fewer retail investors and as retail communications if distributed more broadly. Static content, including website pages and pre-scripted social media posts, is treated as retail communication. Firms must have supervisory procedures that address the unique compliance challenges posed by real-time digital communications.
Building a Compliance Program
Practical compliance involves establishing a centralized advertising review function, maintaining a library of pre-approved communications templates, conducting regular training for associated persons on content standards, and performing periodic audits to detect unapproved communications. Firms should also engage with FINRA Advertising Regulation Department to seek pre-use review of novel or complex materials, particularly when launching new products or marketing strategies.