Registered investment advisers follow the SEC Marketing Rule; broker-dealers follow FINRA Rule 2210. Dually registered firms often answer to both at once, because registration status, not the channel or content type, decides which rule applies. FINRA's 2026 proposal on performance projections is not yet in force, so firms should keep operating under the current rules until any change is finalized.
TL;DR:
- Dually registered firms must tag each campaign by registration type and route content for both SEC and FINRA review to ensure compliance with both sets of rules.
- Retail communications require filings at least 10 business days before use under FINRA, along with documented principal approval and clear disclosures, especially for affiliate content.
- The SEC mandates net performance alongside gross figures, mandates safeguards for hypothetical performance, and requires firms to keep detailed records supporting all performance claims and testimonials.
- Pending FINRA rule amendments could allow certain performance projections but firms should operate under current restrictions by avoiding targeted-return claims and treating all forward-looking statements as hypothetical.
- Building a compliance-centered workflow with templates, approval logs, and centralized record-keeping aids in passing exams and adapting swiftly to regulatory updates.
Table of Contents
- SEC vs FINRA: comparing scope, prohibitions, and filing duties
- FINRA Rule 2210: what marketing and compliance teams must know
- SEC Marketing Rule 206(4)-1: performance, testimonials, and records
- Dually registered firms: reconciling both rulebooks at once
- FINRA's 2026 projection proposal: what to do while it's pending
- A compliance checklist and audit trail you can build now
- Why conservative documentation beats clever copy
- How Mastermind Advisor Marketing supports compliant advisor marketing
- Sources
- FAQ
SEC vs FINRA: comparing scope, prohibitions, and filing duties
The two regimes share a goal, communications that are fair and not misleading, but they get there through different mechanics. The SEC Marketing Rule governs registered investment advisers and reaches any communication that offers advisory services to a prospective or current client, with tighter conditions around performance and testimonials. FINRA Rule 2210 governs broker-dealers and sorts communications into three buckets: correspondence, retail communications, and institutional communications, each with different review and filing duties under FINRA's advertising guidance.
Both regimes ban promissory language and misleading performance claims, but the SEC's rule is more prescriptive about how performance numbers must be shown, while FINRA leans on principal review and filing deadlines to catch problems before they reach the public.
| Dimension | SEC Marketing Rule | FINRA Rule 2210 |
|---|---|---|
| Who it covers | SEC-registered investment advisers | FINRA member broker-dealers |
| Communication scope | Any advertisement offering advisory services | Correspondence, retail, and institutional communications |
| Performance rules | Net performance required alongside gross; strict hypothetical performance conditions | No parallel net-performance mandate, but claims must be fair and substantiated |
| Pre-use filing | Not required by the rule itself | Certain retail communications filed 10 business days before first use |
| Recordkeeping trigger | Expanded books-and-records requirements tied to marketing materials | Principal approval records and copies of communications retained |
For marketing teams, the immediate work is operational:
- Gate your audience first. Know whether a piece is going to retail investors, institutional buyers, or existing clients, since that decision often determines the applicable rule set.
- Build pre-approval templates. A standing template with flagged variable fields (performance figures, disclosures, dates) speeds up principal or compliance signoff.
- Document everything before publishing. Keep a dated file connecting the claim in an ad to the data or calculation behind it, before the piece goes live, not after an examiner asks.
FINRA Rule 2210: what marketing and compliance teams must know
FINRA Rule 2210 is a principles-based standard: communications must be fair, balanced, and not misleading, with no exaggerated or promissory claims. Retail communications, those distributed to more than a small, defined group of retail investors, carry the strictest content and review requirements.
Filing timing depends on the firm and the content type. Some new FINRA members face additional filing obligations during their initial membership period. Beyond that initial period, specific categories of retail communications, such as those involving investment company rankings or recommendations, must be filed with FINRA's Advertising Regulation Department at least 10 business days before first use, under the filing guidance FINRA publishes for what and when to file. Other categories are filed within 10 business days after first use rather than before. Getting this sequencing wrong, filing early-use material late or skipping a required pre-use filing, is one of the more common self-inflicted problems compliance teams create.
Every retail communication needs signoff from a registered principal before it goes out, and firms need to retain that approval record along with a copy of the communication and the data supporting any claims. FINRA's own examination and risk-monitoring reports flag recurring problem areas: missing risk disclosures, overstated claims about SIPC or FDIC protection, digital-asset communications that overstate certainty or safety, and affiliate messaging that blurs into the broker-dealer's own advertising without clear separation.
- Fair and balanced is not optional language. Every retail piece needs a principal's signature before publication, no exceptions for "just a social post."
- Filing windows differ by content type. Confirm whether your piece needs pre-use filing, post-use filing, or no filing at all before you schedule it.
- Affiliate content needs its own lane. If an affiliate's messaging appears next to your broker-dealer's, label it so a reader (and an examiner) can tell who is speaking.
Pro Tip: Keep a running log that maps each retail communication to its filing category and deadline, so nothing slips through during a busy campaign season.
SEC Marketing Rule 206(4)-1: performance, testimonials, and records
The SEC's Investment Adviser Marketing Rule consolidated what used to be separate advertising and cash solicitation rules into one framework, effective May 4, 2021, with a compliance date of November 4, 2022. It expanded the definition of "advertisement" well beyond traditional ads to include most communications offering advisory services to prospective or current clients, and it sets seven general prohibitions covering untrue statements, unsubstantiated claims, and materially misleading implications.
Performance presentation gets the most scrutiny. If an adviser shows gross performance, it must show net performance with equal prominence and over the same time period. Hypothetical performance, backtested or model results that were never actually achieved by a real portfolio, comes with its own set of safeguards, including relevance to the intended audience and clear disclosure that the numbers are hypothetical. SEC staff guidance on marketing compliance addresses narrower cases too: when an adviser extracts a slice of performance to highlight, staff FAQs permit a gross-only extract only if the total portfolio's gross and net performance for the same period appear with equal prominence.
Testimonials, endorsements, and third-party ratings are allowed for the first time under a single framework, but only with disclosures (compensation, conflicts, whether the person is a client), oversight of who is making the endorsement, and, for ratings, a reasonable basis that the rating provider's methodology is fair. Advisers exploring testimonial content under the Marketing Rule need written policies covering all three conditions before a single testimonial goes live.
- Net performance is not optional. Any gross figure needs a net figure next to it, same period, same visual weight.
- Hypothetical performance needs guardrails. Relevance to the audience and clear labeling are conditions, not suggestions.
- Testimonials require a paper trail. Compensation disclosures, conflict disclosures, and oversight records all need to exist before publication, not after a client asks.
The SEC Division of Examinations has flagged weak substantiation for performance claims, thin oversight of testimonials, and incomplete recordkeeping as the most common deficiencies it finds. Examiners want a documented, reasonable basis connecting every advertised claim to underlying data, and they want to see that policies exist on paper and are actually followed. Firms working through the mechanics of compliance often find it useful to walk through the core compliance steps the rule requires, since the gap between having a policy and having evidence it works is where most exam findings start.
Dually registered firms: reconciling both rulebooks at once
A firm registered as both an investment adviser and a broker-dealer does not get to pick the easier rule. FINRA guidance makes clear that regulatory oversight follows the firm's registration status, not the distribution channel, so the same webinar invitation might need to satisfy the SEC Marketing Rule's performance conditions and FINRA's filing and principal-approval requirements depending on who is speaking and what capacity they are acting in, according to FINRA Notice 26-14.
The practical fix is building controls around registration status rather than content type:
- Tag every campaign by registration lane. Before drafting begins, decide whether the piece speaks as the RIA, the broker-dealer, or both, and route it accordingly.
- Use separate creative templates per lane. An RIA-side template carries the net-performance and testimonial disclosure fields; a broker-dealer template carries the FINRA filing category and principal signoff field.
- Route through the stricter reviewer when a piece touches both. If a single mailer references advisory services and brokerage products, it should clear both the SEC-focused reviewer and the FINRA-focused principal.
- Keep audience gating airtight. Institutional-only materials need list-based distribution controls, not just a disclaimer, to keep them from leaking into retail channels where different rules and stricter disclosures apply.
Documentation should support both regimes at once: the same working paper that backs a performance claim under the SEC's books-and-records expectations can double as the substantiation file FINRA examiners ask for during a communications review. Firms mapping out message types by relative regulatory risk often find that the riskiest pieces are the ones that blur advisory and brokerage language in the same paragraph.
Pro Tip: Build your CRM's audience tags around registration status first, then layer campaign type on top. It makes routing dual-purpose content to the right reviewer far less error-prone.
FINRA's 2026 projection proposal: what to do while it's pending
FINRA has proposed amendments that would permit certain performance projections and targeted returns in broker-dealer communications, under prescribed conditions, moving Rule 2210 closer to how the SEC Marketing Rule already treats hypothetical performance. The filing, SR-FINRA-2026-004, was submitted in February 2026 and remains subject to SEC review before it can take effect.
That status matters more than the substance right now: the proposal is not law. Firms should not draft forward-looking return claims or targeted-return language on the assumption that the change will pass as written, or on any particular timeline. One legal commentary on the modernization effort put it plainly:
Firms should design controls anticipating changes but operate under current rules until changes are final.
That view, from Mintz's analysis of the FINRA modernization effort, is the safest operating posture for 2026.
Until a final rule is adopted, a few habits keep firms out of trouble:
- Avoid targeted-return language in retail materials. If a projection would only be permitted under the proposed rule, it is not permitted under the current one.
- Treat any forward-looking claim as hypothetical performance. Apply the same disclosure and relevance safeguards the SEC Marketing Rule already requires for hypothetical figures.
- Assign someone to monitor the rulemaking docket. SEC action on the SR-FINRA filing, comment periods, and any amended versions should trigger a policy review, not a surprise.
A compliance checklist and audit trail you can build now
Most advertising problems trace back to missing documentation rather than bad intent. A workable pre-approval workflow looks like this:
- Draft against a template with disclosure fields already built in (net performance, testimonial compensation, risk language).
- Route to the correct reviewer based on registration lane: SEC-focused for advisory content, FINRA principal for broker-dealer retail communications.
- Log the approval with a date, reviewer name, and version of the asset actually approved.
- File with FINRA where the content category requires pre-use filing, tracking the 10-business-day window.
- Archive the working paper connecting every performance figure or claim to its source data.
- Set a retention calendar so records are pulled and reviewed on a schedule, not only when an exam notice arrives.
For substantiation specifically, keep a standing checklist: source data for every performance number, calculation worksheets, testimonial compensation and conflict disclosures, and evidence that a principal or compliance officer actually reviewed the piece before it went out. Firms following a staged compliance review workflow tend to catch these gaps before publication rather than during an exam.
| Channel | Key control | Retention focus |
|---|---|---|
| Social media | Pre-approval template with flagged claims | Screenshot plus approval log |
| Email campaigns | Gated by registration lane and audience list | Send record plus content version |
| Webinars | Scripted disclosures reviewed before recording | Recording plus slide deck |
| Seminars | Print materials filed if required by content type | Signed principal approval |
Pro Tip: Store the approval log and the underlying substantiation file together, in one place, so a document request during an exam takes minutes instead of days.
A turnkey system built for advisor marketing can centralize this without building it from scratch internally. Some specialized marketing platforms pair pre-built, compliance-aware content templates with CRM integration and automated record exports, so the approval log, the creative, and the underlying data live in one system rather than scattered across email threads. That structure is closer to what independent advisors need than a generic marketing checklist, and firms building their own version can start from a compliance marketing checklist built for exactly this purpose. Teams preparing structured disclosures for digital channels can also run a structured data audit to confirm their published content is marked up in a way that supports consistent, machine-readable disclosure language across pages.
Why conservative documentation beats clever copy
The firms that do well in exams are rarely the ones with the boldest marketing. They are the ones that can produce a dated file, in seconds, showing exactly why a claim was made and who approved it. Regulatory uncertainty, like the pending FINRA projection proposal, makes that discipline more valuable, not less, because a firm that already documents its reasoning does not need to guess whether a rule changed underneath it.
Marketing leaders do not have to give up creativity to get there. The tension between compliance and marketing usually comes from treating disclosure and documentation as an afterthought bolted onto a finished campaign, rather than a field in the template from the start. Build the disclosure fields into the creative process itself, and the review becomes faster, not slower.
The checklist in this article is a starting point, not a finished policy. Adapt it, assign owners, and revisit it when FINRA or the SEC issues new guidance.
— Josh
How Mastermind Advisor Marketing supports compliant advisor marketing
Building compliant marketing from scratch, one webinar deck, one email sequence, one social post at a time, eats the hours independent advisors need for client work. There are turnkey systems built specifically for financial advisors that offer services such as customized lead-generation webinars, fully produced seminars, content libraries, email drip campaigns, scheduled social media, and advisor websites, designed to address compliance realities rather than adding them afterward.
CRM integration and automated email follow-ups in some platforms allow content production and record-keeping to occur within the same system, enabling firms managing FINRA filing and SEC substantiation requirements to centralize templates and records for more efficient reviews.
If you are planning your next round of seminars or webinars and want the compliance groundwork built in rather than added later, see the full range of services or check out the growth strategy approach that can be used with independent advisory practices.
This article is general information, not a substitute for advice from a qualified financial advisor. Consult a qualified financial professional about your own circumstances before acting on anything here.
Sources
- FINRA — What and when to file with Advertising Regulation
- SEC adopting release — Investment Adviser Marketing (IA-5653)
FAQ
Does FINRA work with the SEC on advertising rules?
Yes. FINRA operates as a self-regulatory organization under SEC oversight, and its rule proposals, including the 2026 performance projection proposal, must go through SEC review before taking effect. The two regulators cover different registration types but coordinate on rule changes that affect dually registered firms.
What are the FINRA advertising filing requirements?
Certain retail communications must be filed with FINRA's Advertising Regulation Department at least 10 business days before first use, while other categories are filed within 10 business days after first use, based on FINRA's filing guidance. New FINRA members generally face additional filing obligations during their first year of membership.
What is the new SEC marketing rule?
The SEC's Investment Adviser Marketing Rule, Rule 206(4)-1, consolidated advertising and solicitation rules into one framework, effective May 4, 2021, with a compliance date of November 4, 2022. It sets conditions for performance presentation, testimonials, endorsements, and third-party ratings, and expands recordkeeping requirements for marketing materials.
What is the 5% markup rule?
For advertising and marketing purposes, firms should focus on FINRA Rule 2210 and the SEC Marketing Rule rather than markup guidelines.