Series 24 cheat sheet
Series 24 · Keep the key ideas within reach.
Supervision of Registration of Broker-Dealer and Personnel Management Activities
Form BD is the uniform broker-dealer registration application filed through Web CRD; it must be amended within 30 days of any material change in the information on file.
Form U4 registers each associated person; reportable events must be amended within 30 days, and Form U5 must be filed within 30 days of the termination of association.
Statutory disqualification under Exchange Act Section 3(a)(39) generally turns on convictions, injunctions, and regulatory orders entered within the past 10 years; relief requires an eligibility proceeding.
An associated person may not perform registered functions until the CRD record shows the registration approved; sponsorship by a FINRA member firm is required.
Continuing education: the Regulatory Element is due within 120 days of the second anniversary of registration and every three years thereafter; the Firm Element is delivered annually based on a written needs analysis.
Minimum net capital under Rule 15c3-1: $5,000 for a firm that receives but does not hold customer funds; $250,000 for a firm that carries customer accounts.
Fingerprinting is required for partners, officers, directors, and employees in specified capacities, with results submitted electronically to the FBI through an approved vendor.
Form BR registers each branch office; a non-residential location where one or more associated persons regularly conduct retail securities business is a reportable branch.
FINRA membership requires the New Member Application together with Form BD and fingerprints; the firm must be approved before it transacts any securities business.
Supervision of General Broker-Dealer Activities
Rule 17a-3 requires creation of books and records; Rule 17a-4 requires retention for six years with the first two years readily accessible, and three years for communications such as correspondence.
FINRA Rule 3110 requires written supervisory procedures and a designated supervisor for each registered person, plus an annual compliance meeting for registered representatives.
FINRA Rule 3130 requires the chief executive officer to certify annually that the firm has processes to establish, maintain, and test compliance policies and procedures.
FINRA Rule 4370 requires a written business continuity plan naming a designated officer, addressing emergency scenarios, and reviewed at least annually.
AML programs require a designated compliance officer, ongoing training, independent testing, customer identification procedures, and suspicious activity reports filed within 30 days of detection.
FINRA Rule 3220 caps gifts and gratuities at $100 per person per year; business entertainment is not capped but must be reasonable, not preconditioned on business, and recorded.
FINRA Rule 3270 requires prior written notice of outside business activities; FINRA Rule 3280 requires written notice plus approval or recordkeeping for private securities transactions.
Electronic records must be preserved under Rule 17a-4(f) in a non-rewriteable, non-erasable (WORM) format with an audit trail and a designated third-party downloader.
FINRA Rule 2210 requires a registered principal to approve retail communications before use; certain communications must be filed with FINRA Advertising Regulation within 10 business days of first use.
Supervision of Retail and Institutional Customer-related Activities
Regulation Best Interest requires a recommendation to a retail customer to be in that customer's best interest, with full and fair disclosure of conflicts and delivery of Form CRS.
FINRA Rule 2111 requires a reasonable basis to believe a recommendation is suitable; it covers transaction and strategy recommendations, including explicit hold recommendations.
A principal must approve a customer account before or promptly after the first transaction; customer account records must be updated at least every 36 months.
Rule 10b-10 requires a written confirmation at or before settlement disclosing the firm's capacity, its remuneration, and whether it received payment for order flow.
FINRA Rule 2231 requires statements monthly for accounts with activity during the month and at least quarterly for all other accounts.
FINRA Rule 2165 permits a temporary hold on disbursements when financial exploitation is reasonably suspected: 15 business days, extendable once by 10 business days, with notice to the trusted contact.
FINRA Rule 4512 requires reasonable efforts to obtain a trusted contact person and to maintain a customer investment profile for each natural person.
A deferred variable annuity application must be reviewed and approved by a principal before submission or within seven business days after submission to the insurer (Rule 2330).
Written customer complaints must be logged; specified events, including certain complaints and internal conclusions of violations, are reported to FINRA within 30 days under Rule 4530.
Supervision of Trading and Market Making Activities
Rule 15c3-5 requires firms with market access to apply pre-trade financial and regulatory risk controls, with annual CEO certification of the control regime.
Reg NMS Rule 611 protects the best protected quotation across markets; Rule 606 requires quarterly public order-routing reports and customer-specific routing reports upon request.
Reg SHO Rule 203 requires a locate before a short sale; Rule 201 imposes an alternative uptick restriction for the remainder of the day and the next day after a 10% intraday decline.
Market-wide circuit breakers halt trading for 15 minutes at 7% and 13% declines in the S&P 500 and close the market for the day at a 20% decline.
FINRA Rule 5320 (Manning) bars a member from trading its own account at a price that would satisfy an executable customer order it holds, absent customer consent or a stated exception.
FINRA Rule 5310 requires best execution, weighing price, speed, certainty of execution, and the character of the market, supported by periodic execution-quality reviews.
Transactions in NMS stocks must be reported to the FINRA trade reporting facility within 10 seconds of execution during market hours, with both sides reported to the consolidated tape.
FINRA Rule 5210 prohibits unfair markups and markdowns; a markup above 5% of the prevailing market price is presumed unfair unless the firm documents justification.
Early warning notice is due when net capital falls below 120% of the firm's minimum requirement, and a deficiency requires immediate notice to the SEC with written notice within 24 hours.
Supervision of Investment Banking and Research
FINRA Rule 5110 requires underwriting compensation and arrangements to be fair and reasonable, with the offering terms filed with FINRA for review before the offering is sold.
FINRA Rule 5130 bars allocating new issue shares to restricted persons, including broker-dealer personnel, their immediate family members, and finders, unless an exception applies.
FINRA Rule 5131 prohibits spinning, bars quotas for flipping new issues, requires disclosure of lock-up terms, and restricts compensation tied to lock-up agreements.
FINRA Rule 2241 requires information barriers, bars investment banking supervision of or input into analyst compensation, and prohibits pre-clearance of research by banking personnel.
Quiet periods under Rule 2241: managing underwriters 10 days after an IPO and 3 days after a secondary offering; other participating members 40 days and 10 days, respectively.
Research reports must be approved before publication by a registered principal or supervisory analyst, and the firm must maintain records documenting the review.
Under Regulation M, stabilizing bids are permitted under Rule 104 with required disclosures, while passive market making under Rule 103 may not bid above the highest independent bid.
Section 5 of the Securities Act prohibits offers to sell before a registration statement is filed; communications during the waiting period must satisfy the gun-jumping limitations.
A member may not retaliate against an analyst for an unfavorable recommendation, and analysts may not be compensated for specific investment banking transactions.