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Request for Comment Regarding Outside Activities Requirements

March 19, 2025

Features
  • Request for Comment Regarding Outside Activities Requirements 
    On March 14, FINRA published Regulatory Notice 25-05 requesting comments on a proposed new rule to streamline and reduce unnecessary burdens regarding existing requirements for the outside activities of member firms’ associated persons, including registered persons. The proposal would replace two rules—Rule 3270 (Outside Business Activities of Registered Persons) and Rule 3280 (Private Securities Transactions of an Associated Person)—with one rule and is intended to enhance efficiency without compromising protections for investors and members. Comments are open until May 13
     
  • Two SEC Orders on FINRA Proposed Rule Changes 
    Last week, the SEC issued two orders instituting proceedings to determine where to approve or disapprove FINRA proposed rule changes. 
     
    • The first order, issued March 10, concerns FINRA’s proposed rule change to amend the Codes of Arbitration Procedure by making changes to certain provisions relating to the arbitrator selection process. Comments are open until April 4 and rebuttal comments until April 18
       
    • The second order, issued March 12, concerns FINRA’s proposed rule change to add new rules to accelerate the processing of arbitration proceedings for parties who qualify based on their age or health condition. Comments are open until April 8 and rebuttal comments until April 22
       
  • Comment Period for Metaverse Report Extended 
    FINRA is seeking comments to its report, “The Metaverse and the Implications for the Securities Industry,” from firms and other market participants currently exploring metaverse technology. The deadline to submit comments is April 25
     
  • Texas and Washington Join States Accepting RSLs 
    As of last week, Texas’ and Washington’s Form BR settings were updated to reflect that they now accept Residential Supervisory Locations. The Jurisdiction Fee and Setting Schedule has been updated accordingly. 
     
  • Be Aware of Ongoing Phishing Campaign Impersonating FINRA Employees 
    A recent Cybersecurity Alert warned member firms of an ongoing phishing campaign involving fraudulent emails targeting executives purporting to be from FINRA employees, with the goal of harvesting credentials. These emails are not from FINRA, and firms should delete them and consider blocking the fraudulent domains. These phishing campaigns can be reported to FINRA by contacting the firm’s Risk Monitoring Analyst or by filing a regulatory tip
     
  • ICYMI: Rule Modernization Regulatory Notice 
    FINRA published Regulatory Notice 25-04 last week, the first step in a broad review of its regulatory requirements applicable to member firms and associated persons. To begin this review, FINRA has identified capital formation and the modern workplace as two initial areas of focus where it expects to issue targeted requests for comment in the near future. Member firms and other stakeholders can submit comments until May 12
     
  • ICYMI: Watch Out for Malware Targeting Firm Customer Support Personnel 
    Firms could be vulnerable to a newly discovered social engineering scheme, Zhong Stealer, in which bad actors trick customer support personnel into downloading and executing malware. In a recent Cybersecurity Alert, FINRA shared actions that firms can take to protect against this type of scheme. 
     
  • ICYMI: Mail Scam Targeting Executives Claims Ties to Ransomware 
    On March 6, the FBI issued an alert advising of an ongoing scam involving letters delivered in the mail from unidentified criminal actors to corporate executives, claiming to have come from a ransomware group, with the intent to scam organizations into paying a ransom. In a recent Cybersecurity Advisory, FINRA recommended actions that firms can take to protect against this scheme.
Guidance, Upcoming Deadlines, Effective Dates
New
  • Comment on Metaverse Report: As detailed in the feature above, FINRA is seeking comments to its report, “The Metaverse and the Implications for the Securities Industry,” from firms and other market participants until April 25
     
  • Comment Regarding Outside Activities Requirements: Read the feature above for more information on FINRA’s recently published Regulatory Notice 25-05, which would replace two rules—Rule 3270 (Outside Business Activities of Registered Persons) and Rule 3280 (Private Securities Transactions of an Associated Person)—with one rule and is intended to enhance efficiency without compromising protections for investors and members. Comments are open until May 13
     
  • SEC Request for Comment: As noted in the feature above, the SEC issued an order on March 10 instituting proceedings to determine whether to approve or disapprove FINRA’s proposed rule change to amend the Codes of Arbitration Procedure to make changes to certain provisions relating to the arbitrator selection process. Comments are due by April 4 and rebuttal comments are due by April 18
     
  • SEC Request for Comment: As noted in the feature above, the SEC issued an order on March 12 instituting proceedings to determine whether to approve or disapprove FINRA’s proposed rule change to amend the Codes of Arbitration Procedure to add new rules to accelerate the processing of arbitration proceedings for parties who qualify based on their age or health condition. Comments are due by April 8 and rebuttal comments are due by April 22.
Reminders
  • Comment on Proposed Changes to Corporate Financing: Members and other stakeholders have until March 20 to comment on proposed amendments that would make substantive, organizational and terminology changes to FINRA Rules 5110 (Corporate Financing Rule—Underwriting Terms and Arrangements), 5121 (Public Offerings of Securities With Conflicts of Interest) and 5123 (Private Placements of Securities). 
     
  • Four New Forms in FINRA Gateway: Visit FINRA’s website for more information about the new forms that are now available in FINRA Gateway. The compliance date for using them is March 31
     
  • 2025 GASB Accounting Support Fee: FINRA will assess and collect a total of $17,298,100 to fund the Governmental Accounting Standards Board’s budget by collecting $4,324,525 from member firms each calendar quarter beginning in April. Firms are reminded that if they choose to pass along the fee to customers, they must ensure proper disclosure. 
     
  • Military Spouse Fellowship Application: The FINRA Investor Education Foundation and the Association for Financial Counseling and Planning Education are accepting applications for the 2025 class of FINRA Foundation Military Spouse Fellows, which offers eligible military spouses the opportunity to earn the Accredited Financial Counselor® (AFC®) certification. Applicants can apply online until April 15
     
  • Amendments to FINRA Rule 3240: Updates to FINRA’s Borrowing From or Lending to Customers Rule go into effect April 28 to strengthen the general prohibition against borrowing and lending arrangements between registered representatives and their customers, narrow some exceptions, modernize the “immediate family” definition, and more. 
     
  • Rule Modernization Regulatory Notice: FINRA’s Regulatory Notice 25-04 is the first step in a broad review of its regulatory requirements applicable to member firms and associated persons. To begin this review, FINRA has identified capital formation and the modern workplace as two initial areas of focus where it expects to issue targeted requests for comment in the near future. Member firms and other stakeholders can submit comments until May 12.
Disciplinary Actions
  • FINRA publishes disciplinary actions to remind members of specific conduct that violates FINRA rules and may result in disciplinary action. The March 2025 Monthly Disciplinary Actions are available here.
Education and Compliance Programs
Fixed Income Areas of Focus and Observations Webinar | March 24| 4 – 5 p.m. ET | Hybrid Event
 
Financial Crimes Spotlight Webinar: Third-Party Fraud | April 3 |4 – 5 p.m. ET | Virtual Event
 
FINRA Cybersecurity Vendor Risk Management Workshop | April 9 | 2 – 4:30 p.m. MT (reception to follow) | Denver, CO | In-Person Event
 
2025 FINRA Annual Conference | May 13-15 | Washington, DC | Hybrid Event
 
Small Firm Conference | Oct. 9-10 | Dallas, TX | Hybrid Event
 
Joint Compliance Outreach Program for Municipal Advisors, Dealers, and Other Market Professionals | Hosted by FINRA, the SEC and the MSRB | Nov. 18-19 | Virtual Event | Link to Come
Resources
Member Firm Hub – The latest guidance, resources, educational opportunities and more.
 
Membership Application Program (MAP) Tools – Guidance and other resources to help current members prepare for their continuing membership application (CMA) and new applicants prepare for a new member application (NMA).
 
FINRA Unscripted – A biweekly podcast that discusses a range of topics important to the securities industry.
 
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About FINRA
FINRA is a not-for-profit organization dedicated to investor protection and market integrity. FINRA regulates one critical part of the securities industry—member brokerage firms doing business with the public in the U.S. FINRA, overseen by the SEC, writes rules, examines for and enforces compliance with FINRA rules and federal securities laws, registers broker-dealer personnel and offers them education and training, and informs the investing public. In addition, FINRA provides surveillance and other regulatory services for equities and options markets, as well as trade reporting and other industry utilities. FINRA also administers a dispute resolution forum for investors and brokerage firms and their registered employees. For more information, visit www.finra.org.
Regulatory Contacts
FINRA By-Laws require member firms to maintain an email account on behalf of their executive representatives, to facilitate firm notification of important information. In light of this, requests from executive representatives to be removed from this email list cannot be honored.
 
Firms wishing to change the name or email address of their executive representative or designated assistant should use the FINRA Contact System: http://www.finra.org/FCS.
 
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