FINRA Rule 2210 sets the approval, filing, content, and recordkeeping rules for a FINRA member firm's communications with the public. For prospecting it answers one practical question: does this message need a registered principal's sign-off before it goes out? The answer depends on which of three categories the message falls into.
The three categories, side by side
The rule defines communications by who receives them. A “retail investor” is anyone who is not an institutional investor, whether or not they have an account with the firm, so almost every cold prospect counts as one.
| Category | Who receives it | Principal approval before use | Review and records |
|---|---|---|---|
| Correspondence | 25 or fewer retail investors within any 30 calendar-day period | Not required by Rule 2210 | Supervised and reviewed under the firm's procedures (Rule 3110(b)); retained |
| Retail communication | More than 25 retail investors within any 30 calendar-day period | Required, before the earlier of use or filing with FINRA, unless an exception applies | Must meet the content standards; retained with the approval |
| Institutional communication | Only institutional investors, as defined in the rule (see Rule 4512(c)); excludes internal communications | Not pre-approved under the retail standard; reviewed under the firm's written procedures | Must meet the content standards; retained |
What each category looks like in prospecting
Correspondence: a one-to-one email to a prospect a client referred, a follow-up after a first meeting, or a short LinkedIn message thread with someone who replied to you. The test is the audience, not the format, so a handful of personal emails over a month stays here.
Retail communication: one introductory template sent to 40 business owners this month, a newsletter to a purchased list, or a standing LinkedIn post that anyone can see. Once the same message reaches more than 25 retail investors inside the window, it is in this category.
Institutional communication: a message that goes only to recipients the rule treats as institutional investors, such as banks, insurance companies, other member firms, and registered advisers. Individual prospects are almost never institutional, so most outreach by financial professionals is correspondence or retail communication.
When principal pre-approval applies
Under Rule 2210(b)(1)(A), an appropriately qualified registered principal must approve each retail communication before the earlier of its use or its filing with FINRA's Advertising Regulation Department. The rule lists narrow exceptions, for example retail communications posted on an online interactive forum, which are supervised like correspondence instead. A prospecting email that promotes your services to a list will rarely fit an exception, so plan on approval for anything you send at volume.
Approval is a record too. SEA Rule 17a-4(b)(4) covers communications sent and received “and any approvals thereof,” so keep who approved a template and when, alongside the template itself.
The 25-in-30 threshold, worked through
The window is any 30 calendar days, rolling, not a calendar month. Take one introductory template:
| Day | Sent to | Retail investors in the last 30 days | Category |
|---|---|---|---|
| Day 1 | 15 retail prospects | 15 | Correspondence |
| Day 12 | 8 more | 23 | Correspondence |
| Day 20 | 5 more | 28 | Retail communication |
| Day 33 | 4 more (the Day 1 sends are now outside the window) | 17 | Back under the line |
On Day 20 the template crosses 25 within 30 days. Because approval has to happen before use, the template needed a principal's sign-off before that send, not after it. In practice, if a template is meant to scale, get it approved before the first send. For the full threshold breakdown, see how many prospects a financial professional can email.
Filing basics
Approval and filing are different steps. Under Rule 2210(c)(1)(A), for one year after its FINRA membership becomes effective, a firm must file retail communications used in electronic or other public media with FINRA at least 10 business days before first use. Other parts of 2210(c) require filing for specific kinds of retail communication. Whether anything in your outreach needs to be filed is a question for your firm's compliance team.
Content standards apply to every category
Approval is about process; the content standards in Rule 2210(d) apply whatever the category. Communications must be fair and balanced, and no communication may contain a “false, exaggerated, unwarranted, promissory or misleading statement or claim.” A correspondence email that promises results breaks the rule even though nobody had to approve it.
Common mistakes
- Counting by calendar month. The window rolls. Sends at the end of one month and the start of the next count together.
- Assuming merge fields make a template one-to-one. Ask your principal how the firm treats a templated message sent to many prospects before relying on the correspondence category.
- Forgetting social media. Profiles and standing posts are communications too. FINRA's Regulatory Notice 17-18 covers how the rules apply on social networks.
- Promissory language. “We will grow your portfolio” is a promise, whatever the category.
- Approving after the fact. Sign-off has to come before use, and the approval needs to be kept with the record.
Where Finterest fits
Review before send, and a record of what went out
Finterest keeps every AI-drafted message reviewable before it sends, runs bulk sends from templates your team approves, and records the outreach so it can be retained and reviewed. Finterest supports, and does not replace, your firm's compliance: principals remain responsible for approval and supervision.
Sources: FINRA Rule 2210, Rule 3110, SEA Rule 17a-4, Regulatory Notice 17-18.
Last reviewed October 2026. Finterest supports, and does not replace, your firm's compliance. General information, not legal advice.