Principal Approval, Filing, and Recordkeeping
Quick Answer
FINRA Rule 2210 separates three distinct obligations. Retail communications require registered principal pre-approval before first use; institutional communications and correspondence need written supervisory procedures. FINRA Advertising Regulation Department filing is triggered for new-member firms and for retail pieces about mutual funds, variable products, rankings, or volatility ratings. Records must be retained three years from last use.
With the content rules in mind, the next step is the approval and filing workflow. Rule 2210 separates three distinct obligations: principal pre-approval, filing with FINRA's Advertising Regulation Department, and recordkeeping. Each has its own triggers.
Which communications require principal pre-approval under FINRA Rule 2210?
Who reviews what, and when, depends on the communication category.
| Communication Type | Principal Pre-Approval Required? | Written Supervisory Procedures |
|---|---|---|
| Retail communication | Yes, before the earlier of use or filing | Required |
| Institutional communication | No (firm must have written review procedures) | Required |
| Correspondence | No (firm must supervise and review) | Required |
| Public appearance | No (firm must supervise) | Required |
Key rules:
- The approving principal must be an appropriately qualified registered principal of the member firm
- Principal approval must be documented with the name of the principal and the date of approval
- The approval must happen before the earlier of first use or filing with FINRA
Which retail communications must be filed with FINRA's Advertising Regulation Department?
Principal pre-approval is NOT the same as filing with FINRA's Advertising Regulation Department. Filing applies to specific categories of retail communications.
| Filing Trigger | Timeframe |
|---|---|
| New member firm (first year of FINRA membership): broadly disseminated retail communications | File at least 10 business days PRIOR to first use |
| Established members: retail communications about registered investment companies (mutual funds, ETFs, closed-end funds) | File within 10 business days of first use |
| Retail communications about variable insurance products | File within 10 business days of first use |
| Retail communications with fund rankings or bond fund volatility ratings | File within 10 business days of first use |
Filing submissions must include:
- The actual or anticipated date of first use
- The name, title, and Central Registration Depository (CRD) number of the registered principal who approved the communication
- The date the approval was given
FINRA may require a specific firm to pre-file retail communications for up to one year (spot-check requirement) if the firm has a disciplinary history.
Exam Tip: Gotchas
- For new member firms (first year of membership), broadly disseminated retail communications must be filed with FINRA BEFORE first use (10 business days prior), not within 10 business days after. The timing flips once the firm passes its first membership anniversary.
- Principal pre-approval and FINRA filing are two separate obligations. Every retail communication needs principal pre-approval, but only specific categories (mutual funds, variable products, rankings, volatility ratings) must also be filed with FINRA. An institutional communication requires neither, but the firm must still have written review procedures.
How long must broker-dealers retain communications records under Rule 2210?
Members must keep all retail and institutional communications for 3 years from the date of last use, with the first 2 years readily accessible.
Records must include:
- A copy of the communication
- The dates of first and last use
- The name of the approving principal and the date of approval
- The source of any statistical data cited in the communication
- For correspondence, evidence of supervisory review
Minimum retention by record type:
- Retail communications: 3 years from last use (first 2 readily accessible)
- Institutional communications: 3 years from last use (first 2 readily accessible)
- Correspondence (supervisory review records): 3 years from last use
- Principal approval records: maintained with the communication
Exam Tip: Gotchas
Records are kept for 3 years from last use, not from first use. A piece in active circulation for 5 years must be retained for at least 8 years total (5 years of use + 3 more after last use).