FINRA Rule 2210 Explained: What Financial Firms Need to Know About Advertising Compliance

If your business involves the sale of securities, you’ve likely encountered FINRA Rule 2210, which governs how broker-dealers communicate with the public. Whether you’re developing a marketing strategy, running social media, or preparing performance reports for clients, this rule affects what you can say, and how you say it.

In this guide, we’ll break down FINRA advertising rules in plain English, highlight common pitfalls, and show how financial firms can stay compliant while still marketing effectively.

‍What Is FINRA Rule 2210?

FINRA Rule 2210 is the primary regulation governing advertising and public communications for FINRA-registered broker-dealers. It’s designed to protect investors from misleading promotions and ensure that firms communicate in a way that’s fair, balanced, and truthful.

The rule applies broadly to:

• Website content

• Social media posts

• Email newsletters

• Sales brochures

• TV and radio ads

• Public seminars and speaking events

• Research and performance reports

At its core, Rule 2210 asks: Is this communication clear, factual, and not misleading to the intended audience?

If the answer isn’t a confident “yes,” you could be in violation.

The 3 Types of Communications Under Rule 2210

FINRA breaks all communications into three categories, each with different compliance requirements:

1. Correspondence

   This includes written or electronic messages sent to 25 or fewer retail investors within a 30-day period.
   Examples:

   • One-on-one emails or direct messages. Does NOT require principal pre-approval. Must be supervised and reviewed under the firm’s compliance program.

2. Retail Communications

   This covers any written or electronic material distributed to more than 25 retail investors in a 30-day period.

   Examples include:

   • Marketing brochures

   • Social media posts

   • Website articles

   • Mass emails

   • Sales presentations

   Most retail communications must be pre-approved by a registered principal, and in many cases, they must also be filed with FINRA’s Advertising Regulation Department before or shortly after use.

3. Institutional Communications

   These are materials sent exclusively to institutional investors (like banks, insurance companies, and pension funds). They do not include internal communications within a firm.

   • No pre-approval required

   • Firms must maintain written supervisory procedures for review and employee training

   • If a firm believes the material could be forwarded to retail clients, it must treat it as a retail communication

Key Definitions

• Retail Investor: Any investor that doesn’t qualify as an institutional investor. Even a high-net-worth client may be considered retail unless they meet the technical criteria.

• Institutional Investor: Defined under FINRA Rule 4512(c) and includes banks, insurance companies, employee benefit plans with 100+ participants, and other broker-dealers.

• FINRA 2210 Advertising Compliance: Has a specific legal meaning under SEC rules and receives tailored treatment under 2210.

Understanding which bucket your communication falls into is the first step toward compliance.

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Approval, Review, and Recordkeeping

Let’s dig into what’s actually required for each type of communication.

Retail Communications

• Must be approved by a qualified registered principal prior to first use.

• Some retail communications must be filed with FINRA at least 10 business days in advance, especially in the first year after a firm becomes a FINRA member.

• Filing is also required for communications involving mutual funds, ETFs, structured products, and performance rankings.

• Certain content is exempt from filing (e.g., online forums, general service listings, factual announcements).

Recordkeeping

Firms must maintain records of:

• Who approved each communication and when

• Dates of first and last use

• Sources of any charts, tables, or performance data

• Copies of any FINRA review letters

These records must be kept for at least three years, in line with SEC Rule 17a-4.

Institutional Communications

Firms must establish and document procedures to ensure compliance, including staff training, periodic spot-checks, and clear escalation paths when issues arise.

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Content Standards: What You Can (and Can’t) Say

FINRA’s content standards are built on a few core principles:

• Be Fair, Balanced, and Not Misleading

  • Don't exaggerate benefits or downplay risks

  • Avoid language like “safe” or “guaranteed” unless it's objectively true

  • Include any material facts necessary to prevent a misleading impression

• Avoid False or Promissory Language

  • You cannot:

  • Promise future performance

  • Imply that past performance will repeat

  • Use testimonials without appropriate disclaimers (especially if paid)

• Disclose Fees, Risks, and Relationships

  • Clearly state sales charges, operating expenses, and any potential conflicts of interest

  • Identify whether you have a financial stake in a recommended security

• Use of Testimonials

  • If you feature client testimonials:

  • Say whether it’s a paid endorsement

  • Mention that the experience isn’t representative of all clients

    • Warn that it’s not a guarantee of future performance

• Recommendations Must Have a Basis

  • If you recommend a security:

  • Back it up with supporting data

  • Disclose if your firm was recently involved in underwriting

  • Don’t cherry-pick past wins without showing the full picture‍

Filing Requirements:

When You Must Submit to FINRA

You must file certain retail communications either before or within 10 business days after first use. This includes materials that:

• Promote specific mutual funds or ETFs

• Include performance rankings not published by third parties

• Discuss structured products, CMOs, or direct participation programs

You don’t need to file:

• Reused or lightly updated templates

• General service descriptions

• Routine listings of contact info

• Press releases for the media

Tip: Even if a communication is exempt from filing, it still has to comply with the content standards.

Public Appearances & Social Media

Rule 2210 also applies to public speaking, webinars, and interviews. While unscripted remarks aren’t considered “retail communications,” they still must be:

• Fair and balanced

• Free of misleading statements

• Backed by a reasonable basis if they include recommendations

If your firm shares slides, scripts, or recordings afterward, those materials may be subject to filing requirements.

FINRA Rule 2210 Violations: Common Mistakes

Here are a few frequent missteps that trigger regulatory attention:

• Promising or implying guaranteed returns

• Failing to disclose sales charges or material conflicts

• Omitting risk disclosures for complex products

• Highlighting performance without proper disclaimers

• Sharing materials that weren't pre-approved (if required)

Navigating FINRA Advertising Rules with Confidence

Rule 2210 is detailed, but not arbitrary. At its heart, it’s about protecting investors from misleading promotions and holding firms to a standard of clarity, fairness, and integrity.

If your firm communicates with the public, and virtually every broker-dealer does, then FINRA advertising rules aren’t optional. But with the right internal processes, review systems, and training, compliance can be a strength, not a burden.

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DISCLAIMER: We do not provide legal advice and we are not a law firm. This article is not legal advice and should not be relied on as legal advice.