The Regulatory Fundamentals and Business Development · 3 min read
FINRA By-Laws and Rules
The FINRA Rulebook
FINRA rules establish standards of conduct for member firms and associated persons. The rulebook consists of FINRA Rules (consolidated rules applicable to all members), NASD Rules (legacy rules being integrated into FINRA Rules), and Incorporated NYSE Rules (rules applicable to firms that were NYSE members before the consolidation).
Key rule series include the 1000 series covering member application and associated person registration, the 2000 series addressing duties and conflicts, the 3000 series governing supervision and responsibilities, the 4000 series covering financial and operational rules, and the 5000 series addressing securities offering and trading rules.
Registration Requirements (Rule 1010 Series)
Every person associated with a member firm who engages in securities business must register with FINRA in an appropriate category. Registration requires passing qualifying examinations, submitting Form U4 (Uniform Application for Securities Industry Registration), undergoing background checks, and receiving fingerprint cards.
Associated persons must update Form U4 within 30 days of any material changes, including changes in residence, outside business activities, customer complaints, regulatory actions, or criminal charges. Failure to update Form U4 constitutes a violation subject to disciplinary action.
Continuing education requirements ensure registered persons maintain current knowledge. The Regulatory Element requires computer-based training within 120 days of the second registration anniversary and every three years thereafter. The Firm Element requires annual training on products, services, and regulatory developments relevant to job functions.
Conduct Rules (Rule 2000 Series)
Rule 2010 (Standards of Commercial Honor) requires members to observe high standards of commercial honor and just and equitable principles of trade. This broad ethical standard prohibits conduct inconsistent with just and equitable principles even if no specific rule addresses the behavior.
Rule 2020 prohibits the use of manipulative, deceptive, or other fraudulent devices in connection with securities transactions. This rule parallels Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.
Rule 2111 (Suitability) requires that recommendations to customers be suitable based on reasonable diligence to understand the customer's investment profile. The rule encompasses three components: reasonable-basis suitability (understanding the product), customer-specific suitability (matching products to customer profiles), and quantitative suitability (ensuring trading frequency is appropriate).
Rule 2210 governs communications with the public, establishing categories, content standards, approval requirements, and filing obligations for retail communications, correspondence, and institutional communications.
Supervision Requirements (Rule 3000 Series)
Rule 3110 requires member firms to establish and maintain written supervisory procedures reasonably designed to achieve compliance with securities laws and FINRA rules. Firms must designate principals responsible for supervision, conduct periodic reviews, and document supervisory activities.
Each registered representative must be assigned to a supervisor qualified in the same registration category. Supervisors must review transactions, correspondence, and customer complaints. Annual compliance meetings inform associated persons about rule changes and firm policies.
Rule 3120 requires firms to conduct annual compliance testing to verify that supervisory procedures are effective. Senior management must certify that procedures are reasonably designed to achieve compliance.
Financial and Operational Rules (Rule 4000 Series)
Rule 4210 establishes margin requirements for securities transactions. Rule 4311 addresses carrying agreements between firms. Rule 4370 requires business continuity plans to enable firms to continue operations during emergencies.
Rule 4512 requires firms to maintain current customer account information and update records when information changes. Rule 4513 mandates retention of customer account records for six years.
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