Quick Answer
New FINRA members must file certain retail communications with the Advertising Regulation Department at least 10 business days before first use, for one year after membership takes effect. After that, other retail communications file 10 business days before or within 10 business days of first use depending on type; correspondence, institutional communications, and several other categories are excluded from filing.
Filing is a separate obligation from principal approval. Most retail communications need principal approval, though a narrow group is supervised like correspondence instead. Only some retail communications, and never correspondence or institutional communications, also have to be filed with the Advertising Regulation Department.
When Must a New Member File a Retail Communication?
For one year beginning on the date reflected in the Central Registration Depository (CRD) system as the date FINRA membership became effective, a new member must file with the Department at least 10 business days before first use any retail communication published or used in electronic or other public media.
- Covered media include a generally accessible website, newspaper, radio, television, signage, and motion pictures.
- This new-member requirement runs on a firm's own membership date, not on any individual representative's registration date.
What Are the Filing Timelines for Other Retail Communications?
Outside the new-member window, filing timing depends on what the retail communication covers.
| Filing timing | Applies to |
|---|---|
| At least 10 business days before first use or publication | Certain fund performance-ranking or performance-comparison retail communications, and certain security-futures retail communications |
| Within 10 business days of first use or publication | Certain fund-promotion, publicly offered direct participation program, and other registered-security retail communications not already covered above |
Exam Tip: Gotchas
- "Before first use" and "within 10 business days of first use" describe opposite directions. One requires filing before the piece ever goes out; the other allows the piece to go out first and be filed shortly after.
What Is Excluded from the Filing Requirement?
Several categories never go to the Department as a filing. The rule lists more of them than a student needs to memorise whole, and these are the ones most likely to be tested. Most still have to meet the content standards and supervisory review covered earlier in this unit:
- Correspondence, which is reviewed under a firm's own supervisory procedures instead.
- Institutional communications, reviewed the same way.
- A retail communication that makes no financial or investment recommendation and promotes nothing the firm sells.
- A retail communication that only identifies the member or offers a specific security at a stated price.
- A prospectus already filed with the SEC.
- A press release made available only to the media.
- The offering document for an exempt offering, such as a private placement memorandum (PPM). The filing exclusion covers both documents filed with the SEC or a state and similar offering documents for securities offerings that are exempt from SEC and state registration, and a PPM falls in that second group.
Exam Tip: Gotchas
- Excluded from filing is not the same as excluded from the content standards. A correspondence piece or institutional communication that is never filed with the Department still has to meet the content standards and the applicable supervisory-review requirement.
- A private placement memorandum is excluded from filing, but not from the content standards. The prospectus content-standard exemption applies to documents filed with the SEC; it does not name exempt-offering documents, so a PPM must still be fair and balanced.
- Exclusion from filing is not immunity from review. A PPM never goes to the Advertising Regulation Department as a filing, but the Department can still call one in under its spot-check procedure. A separate rule does require the firm to file a PPM with FINRA, covered in the filing-obligations unit.
What Should You Check on Exam Day?
- Check whether the scenario involves a member still inside its one-year new-member window; that window carries its own 10-business-day-before-use filing rule for public-media retail communications.
- Match "before first use" filing timing against "within 10 business days of first use" filing timing; they are opposite directions and the exam tests both.
- Recognize that correspondence, institutional communications, and several retail-communication carve-outs are excluded from filing. The list is longer than the one here, and exclusion never excuses a piece from the content standards.