Summary
FINRA has adopted changes to FINRA Rules 5122 (Private Placements of Securities Issued by Members) and 5123 (Private Placements of Securities) to require members to file retail communications that promote or recommend private placement offerings that are subject to those rules’ filing requirements.1 The new filing requirements become effective on October 1, 2021.
The amended
Before you can buy a house, you will need to shop for—and qualify for—a home loan.
Crypto assets—also known as digital assets—are assets that are issued or transferred using distributed ledger or blockchain technology. They include, but are not limited to, so-called “virtual currencies,” “coins,” and “tokens.” A particular crypto asset may or may not meet definition of a “security” under the federal securities laws. FINRA rules that relate to securities, or that do not depend on securities status, may impose obligations on the crypto asset-related activities of member firms and associated persons.
The Reg BI and Form CRS topic of the 2025 FINRA Annual Regulatory Oversight Report (the Report) informs member firms’ compliance programs by providing annual insights from FINRA’s ongoing regulatory operations, including (1) regulatory obligations, (2) findings and effective practices, and (3) additional resources.
Summary
This Notice provides guidance to help member firms comply with FINRA Rule 2210, Communications with the Public, when creating, reviewing, approving, distributing, or using retail communications concerning private placement offerings.
Questions concerning this Notice should be directed to:
Amy C. Sochard, Vice President, Advertising Regulation, at (240) 386-4508; or
Ira D. Gluck,
