Quick Answer
The FINRA communications rule 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. The FINRA communications rule 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 the FINRA communications rule?
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
Pre-approval is not required for every retail communication. Three categories are exempt, provided the firm supervises and reviews them the same way it reviews correspondence:
- a piece that would be excepted from the definition of a research report and makes no financial-product recommendation
- a posting in an online interactive forum
- a piece that neither makes a recommendation nor promotes a product or service of the firm
A fourth exception applies when another member has already filed the communication with FINRA and it is used without material change.
Exam Tip: Gotchas
"Retail communication always needs principal pre-approval" is the trap. It is the general rule, not an absolute one. Watch for an interactive-forum post or a piece that neither recommends nor promotes: those move to correspondence-style supervision instead.
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 about registered investment companies carrying a performance ranking or comparison where the category is not generally published OR was created by the fund, its underwriter, or an affiliate | File at least 10 business days PRIOR to first use, with a copy of the underlying data |
| Retail communications with bond fund volatility ratings | File within 10 business days of first use |
Exam Tip: Gotchas
Rankings split both ways. A ranking built on a generally published category that the fund did not create is filed after first use. A fund-created category, or one nobody generally publishes, must be filed 10 business days before use, with the underlying data attached. A volatility-rating piece is always filed after 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
If FINRA determines that a firm has departed from the content standards, it may require that firm to file retail communications at least 10 business days before first use.
- FINRA tells the firm in writing which types of communications are covered and how long the requirement lasts
- There is no maximum duration. Do not assume a one-year cap
- The requirement takes effect 21 calendar days after the notice is served, and the firm may request a hearing during that window
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. A retail communication needs principal pre-approval unless it falls in one of the exceptions above, and 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 the FINRA communications rule?
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).
What Should You Check on Exam Day?
- Can you state that a retail communication needs registered principal pre-approval before the earlier of first use or filing, with documented name and date?
- Do you know the three exceptions that let a retail communication use correspondence-style supervision instead of pre-approval, including an interactive-forum post?
- Can you explain why a new member firm must file broadly disseminated retail communications 10 business days BEFORE first use, unlike established members?
- Do you know that a fund-created or not-generally-published ranking must be filed before use with data attached, while a volatility rating always files after use?
- Can you state that retail and institutional communications must be retained for three years from last use, with the first two years readily accessible?