Communication Categories Under FINRA Rule 2210
Quick Answer
FINRA Rule 2210 sorts every written or electronic broker-dealer message into three categories based on audience. Retail communications reach more than 25 retail investors in any 30 calendar-day period, institutional communications go only to qualified institutional investors, and correspondence reaches 25 or fewer retail investors. Unscripted seminars and interviews are classified separately as public appearances.
Every written or electronic message from a broker-dealer falls into one of three categories. The category drives everything that follows: who approves it, whether it is filed with FINRA, and how it is supervised. Classifying correctly is the foundation for the rest of this unit.
What are the three written communication categories under FINRA Rule 2210?
FINRA Rule 2210 classifies all written (including electronic) communications into three categories based on audience size and type:
| Category | Definition | Typical Audience |
|---|---|---|
| Retail communication | Any written (including electronic) communication distributed or made available to more than 25 retail investors within any 30 calendar-day period | General public, retail customers |
| Institutional communication | Any written (including electronic) communication distributed or made available only to institutional investors | Banks, insurance companies, registered investment companies, investment advisers, entities with $50M+ in assets |
| Correspondence | Any written (including electronic) communication distributed or made available to 25 or fewer retail investors within any 30 calendar-day period | Small group of retail customers |
- A retail investor is any person other than an institutional investor
- A firm's internal communications are excluded from all three categories
- The key threshold is 25 retail investors over any rolling 30 calendar-day period
Who qualifies as an institutional investor under FINRA Rule 2210?
An institutional investor under Rule 2210 includes:
- Banks, savings institutions, and insurance companies
- Registered investment companies (e.g., mutual funds)
- Registered investment advisers
- Any person (natural or entity) with total assets of at least $50 million
- Employee benefit plans meeting size requirements (generally $5M+ in assets)
- Government entities
- FINRA member firms and registered associated persons
Exam Tip: Gotchas
- A high-net-worth individual with $50 million in total assets qualifies as an institutional investor under Rule 2210. The exam may ask whether a wealthy individual's communications are institutional or retail. The $50M threshold is the trigger.
- If a single communication goes to any retail investor, it is NOT an institutional communication, even if every other recipient is institutional. A firm may not treat a communication as institutional if it has reason to believe any portion will be forwarded to a retail investor.
What counts as a public appearance under FINRA Rule 2210?
Public appearances are a separate category from the three written types above. They include:
- Seminars and forums
- Radio or television interviews
- Other unscripted public speaking activities
If an associated person recommends a security during a public appearance, the person must:
- Have a reasonable basis for the recommendation
- Disclose any financial interest in the securities of the issuer (unless the interest is nominal)
Exam Tip: Gotchas
A scripted seminar presentation shown to more than 25 retail investors is a retail communication (not a public appearance) and requires principal pre-approval. Only unscripted speaking qualifies as a public appearance.
How does the 25-retail-investor threshold work under Rule 2210?
The 25-retail-investor threshold uses a rolling 30-calendar-day period, not a per-mailing count.
- Sending a piece to 20 retail investors on Monday and another 10 on Wednesday (same piece) = 30 recipients in 30 days
- Result: retail communication (not correspondence), requiring principal pre-approval
Exam Tip: Gotchas
Count the retail investor threshold over any rolling 30 calendar-day period, not per individual mailing. An email sent individually to 26 customers over 30 days is still a retail communication.
How do you classify a communication under FINRA Rule 2210?
When the exam asks you to classify a communication, walk through these questions in order:
- Is it written or electronic?
- No (unscripted speaking) → Public appearance
- Yes → continue
- Is it available only to institutional investors?
- Yes → Institutional communication
- No → continue
- Will more than 25 retail investors receive it within 30 days?
- Yes → Retail communication
- No → Correspondence
Exam Tip: Gotchas
Internal communications are NOT correspondence. They are excluded from all three Rule 2210 categories entirely, so the 25-count rule does not apply to messages that stay inside the firm.