Every piece of marketing material distributed by a registered investment adviser or broker-dealer must undergo a rigorous compliance review before publication. SEC Marketing Rule 206(4)-1 and FINRA Rule 2210 mandate pre-approval processes, designated reviewers, comprehensive recordkeeping, and ongoing monitoring. This guide provides a complete approval process framework, review checklists, recordkeeping templates, and post-publication monitoring procedures.
Critical Compliance Requirement
Distributing unapproved marketing materials is a per se violation of SEC and FINRA rules. Even minor social media posts, email signatures, and third-party content require pre-approval. Establish a centralized approval workflow and train all personnel on the pre-approval requirement. No exceptions.
1. Pre-Approval Requirements
All advertising and marketing communications must receive compliance approval before initial distribution or publication.
What Requires Pre-Approval
| Content Type | Examples | Approval Required |
|---|---|---|
| Website Content | Homepage, landing pages, service descriptions, performance data, testimonials | Yes - All pages |
| Social Media | LinkedIn posts, Twitter/X, Facebook, Instagram, TikTok, Reddit | Yes - Every post |
| Email Marketing | Newsletter campaigns, drip sequences, promotional emails | Yes - Each campaign |
| Sales Materials | Pitch decks, brochures, one-pagers, factsheets | Yes - All materials |
| Performance Advertising | Hypothetical returns, backtests, actual performance, track records | Yes - Heightened review |
| Video/Audio | YouTube videos, podcasts, webinars, recorded presentations | Yes - Script and final |
| Third-Party Content | Guest articles, interviews, sponsored content, affiliate materials | Yes - Review before endorsing |
| App Store Listings | Apple App Store, Google Play descriptions and screenshots | Yes - All content |
| Conference Materials | Booth banners, handouts, slide decks, speaking presentations | Yes - All materials |
| Email Signatures | Employee signatures with promotional content, awards, or performance claims | Yes - If promotional |
Exemptions from Pre-Approval
The following communications typically do not require pre-approval (but must still comply with all substantive requirements):
- One-on-one correspondence: Individualized emails responding to specific client questions (not mass communications)
- Regulatory filings: Form ADV, Form PF (separately reviewed through filing process)
- Educational content: Generic market commentary with no promotion of services (fact-specific; many firms require pre-approval anyway)
- Tombstone advertisements: Factual announcements of firm events (e.g., office openings) with no promotional content
When in Doubt, Require Approval
Exemptions from pre-approval are narrowly construed. If content might be seen by multiple prospective clients, contains any performance data, makes comparative claims, or promotes the firm's services, require pre-approval. The administrative burden of approval is far less than the regulatory risk of distributing non-compliant materials.
2. Designated Reviewer Qualifications
Firms must designate qualified individuals to conduct marketing compliance reviews. The complexity of content determines the required reviewer qualifications.
Reviewer Qualification Standards
RIA Firms (SEC Marketing Rule)
- Chief Compliance Officer or designee
- Adequate training in Marketing Rule requirements
- Understanding of firm's services and strategies
- Knowledge of relevant performance calculation standards
- Authority to reject or require modifications
- No specific licensing requirement, but competence required
Broker-Dealers (FINRA Rule 2210)
- Registered Principal (Series 24 or Series 4)
- Or Series 9/10 for general securities sales supervisor
- Designated in writing as authorized to approve
- Training on FINRA advertising rules
- Must approve before first use
- Electronic signature/approval acceptable
Training Requirements for Reviewers
Reviewer Training Program
Initial training on SEC Marketing Rule 206(4)-1 and/or FINRA Rule 2210 (minimum 4 hours)
Performance advertising requirements (hypothetical vs. actual, GIPS, required disclosures)
Testimonials and endorsements framework (compensation disclosure, oversight, due diligence)
Prohibited practices (cherry-picking, misleading implications, unsubstantiated claims)
Social media and electronic communications compliance
Recordkeeping requirements and approval documentation procedures
Annual refresher training on rule updates and enforcement trends
Escalation Procedures
Establish clear escalation protocols for complex or high-risk materials:
- Performance advertising: Must be reviewed by CCO or designated senior compliance officer
- First-time content types: Novel advertising formats should receive heightened review
- Legal review: Materials making legal claims or citing regulations should be reviewed by counsel
- Calculation verification: Performance data should be independently verified by operations/accounting
- Conflicts of interest: Materials presenting conflicts require senior management awareness
3. Review Checklist & Criteria
Use this comprehensive checklist for every marketing material review. Document the review using the recordkeeping template in Section 6.
Universal Marketing Review Checklist
Truthful and Not Misleading: All statements are accurate, not misleading, and provide balanced presentation
Material Facts: No omission of material facts that would make statements misleading
Unsubstantiated Claims: All claims are substantiated and documentation is maintained
Exaggeration/Promissory Language: No promises of future performance, guaranteed returns, or exaggerated claims
Performance Data: If included, proper calculation, presentation, and disclosures (see Section 4)
Testimonials/Endorsements: If used, compliance with Rule 206(4)-1(b) framework (compensation disclosure, oversight agreement, disqualification check)
Third-Party Rankings: If referenced, disclosure of methodology, criteria, payment (if any), and non-endorsement
Comparisons: Any comparisons (to benchmarks, competitors, alternatives) are fair, accurate, and properly disclosed
Risk Disclosure: Material risks are disclosed commensurate with promotional content
Fee Disclosure: If services are promoted, fee structure is disclosed or available
Registration Status: Accurate representation of firm's registration status (SEC, state, FINRA)
Name/Contact Info: Firm name appears (or is reasonably inferable); contact information accurate
Form ADV Offer: For RIAs, delivery or offer to deliver Form ADV Part 2A (if applicable to format)
Conflicts of Interest: Material conflicts disclosed (e.g., affiliated products, compensation arrangements)
Compliance with Policies: Content adheres to firm's compliance manual and style guide
Target Audience Appropriate: Content is suitable for intended audience (retail vs. institutional)
Graphics/Images: Visual elements do not imply misleading results or unrealistic scenarios
Hyperlinks: All links functional and lead to compliant, current content
Red Flags Requiring Rejection or Modification
Automatic Rejection Criteria
- Guarantees of investment returns or performance
- Performance data without required disclosures
- Testimonials from disqualified persons (regulatory actions, client complaints)
- Unsubstantiated superiority claims (e.g., "best in class" without supporting data)
- Cherry-picked performance data omitting material negative information
- Promissory language (e.g., "will achieve," "guaranteed to outperform")
- Misrepresentation of registration status or credentials
- Use of hypothetical performance without all required warnings
- Testimonials without compensation disclosure (if compensated)
- Comparisons that are unfair, misleading, or lack proper context
4. Performance Calculation Review
Performance advertising requires heightened scrutiny and specialized review. Any material containing returns, track records, or performance metrics must undergo a detailed verification process.
Performance Review Protocols
| Performance Type | Required Review Elements |
|---|---|
| Actual Performance |
• Calculation methodology (time-weighted vs. money-weighted) • Inclusion of all accounts in composite • Fee treatment (gross vs. net) • Custodial verification or third-party verification • GIPS compliance (if claimed) • Cherry-picking check (all similar accounts included) |
| Hypothetical/Backtested |
• All required disclosures present and prominent (see Hypothetical Performance Guide) • Material assumptions documented • Time period selection justified • Survivorship bias addressed • Transaction cost assumptions reasonable • Limitations of hypothetical performance explained |
| Model Performance |
• Model assumptions documented and disclosed • Basis for model inputs and parameters • Disclosure that results are theoretical • Sensitivity analysis (impact of changing assumptions) • Comparison to actual results (if available) |
| Extracted Performance |
• Performance is from actual advisory accounts (not personal accounts) • Same personnel managed the strategy at prior firm • Records supporting extracted performance retained • Disclosure of portability conditions and limitations |
| Predecessor Performance |
• Substantially all personnel transitioned • Decision-making process remained substantially the same • Documentation of predecessor relationship • Disclosure of predecessor nature and transition |
Performance Calculation Checklist
Performance Data Review Requirements
Independent verification of performance calculations (by operations or third party)
Supporting documentation maintained (account statements, composite construction, calculation worksheets)
Time period disclosed (start and end dates clearly stated)
Gross vs. net of fees clearly indicated
If net, disclosure of impact of advisory fees on returns
Comparison to appropriate benchmark (if any comparison made)
Benchmark composition and appropriateness disclosed
Risk metrics included (volatility, drawdown, Sharpe ratio) if returns presented
Past performance disclaimer included ("past performance does not guarantee future results")
For hypothetical: All required warnings and limitations present (see Section 3 review checklist)
For composites: Minimum account size, number of accounts, and total assets disclosed
CCO or senior compliance officer approval obtained (heightened review)
GIPS Compliance
If claiming GIPS compliance, performance presentations must adhere to GIPS standards and include the required GIPS-compliant presentation format. GIPS verification by independent third party strongly recommended. Firms cannot selectively claim GIPS compliance; it applies firm-wide or not at all. See CFA Institute GIPS Standards.
5. Disclosure Adequacy Assessment
Even truthful advertising can be misleading if required disclosures are inadequate, hidden, or presented in a manner that undermines their effectiveness.
Disclosure Prominence Requirements
| Disclosure Aspect | Requirement |
|---|---|
| Font Size | Disclosures must be in legible font size. Minimum 10pt for print; proportionate for digital. Cannot be significantly smaller than promotional text. |
| Placement | Disclosures must be in close proximity to the claim they qualify. Cannot be relegated to separate page accessible only by hyperlink (unless hyperlink is prominent and clearly labeled). |
| Hyperlinked Disclosures | Acceptable if hyperlink is prominent, clearly labeled (e.g., "Important Disclosures"), and immediately adjacent to claim. Critical disclosures (e.g., hypothetical performance warnings) should appear in main content. |
| Video/Audio | Disclosures must be presented in same medium (spoken if claims are spoken; on-screen text if visual). Adequate time for viewer/listener to read/hear. |
| Social Media | Character limits do not exempt disclosure requirements. Use hyperlinks to full disclosures or avoid making claims requiring lengthy disclosures. See Section 8. |
| Color/Contrast | Disclosures must have sufficient color contrast to be readable. Light gray text on white background unacceptable. |
| Language | Disclosures must be in plain English (or language of advertisement). Legalese acceptable for technical disclosures but should be understandable to target audience. |
Adequacy Review Process
Reviewer should apply the "reasonable investor" standard: Would a reasonable investor, reading the advertisement as a whole, be misled despite the presence of disclosures?
Disclosure Adequacy Checklist
Disclosures are clear and understandable (not obscured by jargon or complexity)
Disclosures are prominent and not buried in fine print
Disclosures appear in close proximity to the claims they qualify
Font size and color provide adequate readability and visibility
For performance data: Warnings and limitations are as prominent as the performance numbers
Hyperlinked disclosures have clear, descriptive link text immediately adjacent to claim
Disclosures are not contradicted or undermined by other content in advertisement
Overall impression of advertisement is balanced (not overly promotional to the point disclosures are ineffective)
SEC Staff Guidance on Disclosures
SEC staff have repeatedly emphasized that disclosures, while necessary, cannot cure materially misleading claims. If the underlying claim is fundamentally misleading, even extensive disclosures may not render it compliant. The primary obligation is to avoid misleading statements, not to rely on disclosures to qualify them. When in doubt, revise the claim rather than layering on disclosures.
6. Recordkeeping Requirements
SEC Rule 204-2 and FINRA Rule 2210 require retention of all advertising materials and supporting documentation. Use this template for compliance approval records.
Required Records
| Record Type | Retention Period | Details |
|---|---|---|
| Advertisement Itself | 5 years (RIA) 3 years (BD) |
Original and all modified versions. For websites, periodic screenshots (quarterly minimum). |
| Approval Documentation | 5 years (RIA) 3 years (BD) |
Signed approval form, reviewer identity, date of approval, any review notes. |
| Substantiation | 5 years (RIA) 3 years (BD) |
Supporting data for all claims (performance calculations, study citations, etc.) |
| Performance Calculations | 5 years (RIA) 3 years (BD) |
Worksheets, account statements, composite construction, verification reports. |
| Distribution Records | 5 years (RIA) 3 years (BD) |
Emails sent, social media posts, campaign metadata, circulation lists. |
| Testimonial Due Diligence | 5 years (RIA) 3 years (BD) |
Background checks, oversight agreements, compensation disclosures, disqualification analysis. |
| Third-Party Content Review | 5 years (RIA) 3 years (BD) |
Articles reviewed, approval records, correspondence with third parties. |
Marketing Approval Form Template
Marketing Material Pre-Approval Form
MARKETING MATERIAL PRE-APPROVAL FORM Date of Submission: _________________ Submitted By: _________________ Department/Role: _________________ MATERIAL DESCRIPTION Material Type: [ ] Website [ ] Social Media [ ] Email [ ] Brochure [ ] Presentation [ ] Video [ ] Other: _______ Title/Description: _________________________________________________ Intended Audience: [ ] Retail [ ] Institutional [ ] Both Planned Distribution Date: _________________ Distribution Channels: _________________________________________________ CONTENT CLASSIFICATION (check all that apply) [ ] Contains performance data (actual) [ ] Contains hypothetical/backtested performance [ ] Contains testimonials or endorsements [ ] Contains third-party rankings or awards [ ] Contains comparative claims (vs. competitors or benchmarks) [ ] Makes specific investment recommendations [ ] Describes new service or strategy (not previously advertised) COMPLIANCE REVIEW Reviewer Name: _________________ Reviewer Title: _________________ Review Date: _________________ CHECKLIST CONFIRMATION [ ] Reviewed against Marketing Review Checklist (all items checked) [ ] All factual claims substantiated and documentation attached [ ] Performance data independently verified (if applicable) [ ] All required disclosures present and prominent [ ] Material is truthful, balanced, and not misleading [ ] Complies with firm's compliance manual and advertising policies [ ] No prohibited practices (guarantees, promissory language, etc.) PERFORMANCE REVIEW (if applicable) [ ] N/A - No performance data [ ] Performance calculations verified by: _________________ [ ] Time period: From __________ To __________ [ ] Gross or Net of Fees: __________ [ ] Supporting documentation attached and retained [ ] All required performance disclosures present [ ] Hypothetical performance includes all required warnings (if applicable) APPROVAL DECISION [ ] APPROVED - Material may be distributed as submitted [ ] APPROVED WITH MODIFICATIONS - See notes below; resubmit revised version [ ] REJECTED - Material cannot be distributed; see notes below Reviewer Signature: _________________ Date: _________________ NOTES/REQUIRED MODIFICATIONS: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ FINAL APPROVAL (if modifications required) Revised Material Received: _________________ Final Approval: _________________ Date: _________________ Final Approver Signature: _________________ DISTRIBUTION CONFIRMATION Date First Used: _________________ Distribution Channels: _________________________________________________ Date Last Used (if discontinued): _________________ RECORDKEEPING [ ] Copy of final material attached [ ] Substantiating documentation attached [ ] Approval form filed in advertising records [ ] Electronic copy saved to: _________________________________________________Recordkeeping Best Practices
- Centralized repository: Maintain all advertising records in single, organized location (physical or electronic)
- Version control: Track all versions of materials, especially if modified post-approval
- Metadata capture: For electronic materials, preserve metadata (publication date, distribution lists, engagement metrics)
- Website archiving: Use automated tools to capture quarterly website snapshots (e.g., archive.org, compliance archiving services)
- Social media archiving: Use third-party archiving service (Smarsh, Proofpoint, Global Relay) to capture posts, comments, and interactions
- Search functionality: Organize records to be easily retrievable during examinations (searchable by date, type, keyword)
- Backup and redundancy: Maintain backup copies; advertising records are critical examination documents
7. Post-Publication Monitoring
Approval obligations do not end at publication. Firms must monitor distributed materials to ensure continued accuracy and compliance.
Ongoing Monitoring Obligations
| Monitoring Area | Frequency | Action Required |
|---|---|---|
| Website Content | Quarterly | Review all pages for accuracy; update performance data, awards, personnel information. Remove stale content. |
| Performance Data | Monthly | Update or remove outdated performance. Ensure current performance remains compliant with presentation standards. |
| Personnel Bios | Quarterly | Verify credentials, employment status, and biographical information remain accurate. |
| Testimonials | Annually | Re-verify endorsers are not disqualified (new regulatory actions, client complaints). Confirm compensation disclosure accurate. |
| Third-Party Rankings | Quarterly | Remove expired or outdated rankings. Verify firm still meets ranking criteria. |
| Hyperlinks | Quarterly | Test all external links for functionality. Ensure linked content remains appropriate and compliant. |
| Social Media Posts | Daily | Monitor comments and responses. Remove or respond to misleading user comments on firm's posts. |
| Regulatory Changes | Ongoing | Update materials when rules change or new guidance issued (e.g., Marketing Rule amendments). |
Material Change Triggers
The following events require immediate review and potential update/removal of advertising materials:
- Performance changes: If advertised strategy experiences significant drawdown or underperformance, update or remove outdated materials
- Personnel changes: Departures of key personnel mentioned in materials; update bios and team descriptions
- Service changes: Discontinuation of advertised services; modification of investment strategies
- Registration changes: Change in registration status (e.g., switching from state to SEC registration)
- Regulatory actions: Receipt of regulatory inquiries, deficiency letters, or enforcement actions that impact claims made in advertising
- Awards/rankings lapse: Annual rankings expire; remove or update with current year data
- Third-party content issues: Publication retracts article, endorser faces regulatory action, etc.
Stale Performance Data
Performance data more than 12 months old should generally be updated or removed. While no bright-line rule exists, SEC staff view stale performance as potentially misleading if it no longer reflects current strategy performance. Best practice: Update performance data at least semi-annually, or remove entirely if unable to update.
Post-Publication Review Checklist
Quarterly Advertising Review
All website pages reviewed for accuracy and current information
Performance data updated or verified as still current and accurate
Personnel bios, photos, and credentials verified
Awards, rankings, and recognition verified as current and accurate
All hyperlinks tested for functionality and appropriateness of linked content
Testimonials and endorsements re-verified (no disqualifying events)
Service descriptions match current offerings
Fee information accurate and current
Disclosures remain adequate and prominent
No material changes to firm or services that would render existing materials misleading
Website screenshot captured and retained in advertising records
Quarterly review documented and retained (date, reviewer, findings, actions taken)
8. Social Media Monitoring
Social media presents unique compliance challenges due to character limits, real-time interaction, comment sections, and platform-specific features. Every social media post is advertising subject to pre-approval and ongoing monitoring.
Platform-Specific Considerations
| Platform | Key Compliance Issues | Mitigation Strategies |
|---|---|---|
| Employee personal posts may constitute firm advertising; third-party comments on firm page | Social media policy for employees; monitor and respond to comments; use LinkedIn Page (not personal profile) for firm content | |
| Twitter/X | 280-character limit makes full disclosures difficult; retweets may constitute endorsements | Avoid performance claims requiring lengthy disclosures; use threads for longer content; retweet policy; hyperlink to disclosures |
| User comments may be misleading; firm may be liable for third-party content on firm page | Comment monitoring and moderation policy; disclosure statements in comments if necessary; consider disabling comments for compliance-sensitive posts | |
| Visual-heavy medium; disclosures may not be prominent; Stories disappear (recordkeeping challenge) | Include disclosures in image text; use caption for critical disclosures; archive Stories before expiration; avoid performance claims in temporary content | |
| YouTube | Video disclosures must be visible/audible; user comments require monitoring | On-screen text for visual disclosures (adequate duration); spoken disclosures for audio claims; comment moderation; video description disclosures |
| TikTok | Short-form video; younger audience; viral potential; disappearing content features | Avoid complex products/performance claims unsuitable for 60-second format; ensure suitability for retail audience; archive all content |
| Community standards against promotional content; anonymity challenges; AMA format creates Q&A liability | Transparent firm identification; avoid promotional content in communities with anti-promotion rules; treat AMAs as public appearances requiring preparation |
Social Media Pre-Approval Workflow
1
Content Creation
Marketing/communications staff drafts social media post, including any images, videos, or links.
2
Initial Review
Content creator performs self-review against social media checklist. Flag potential issues (performance data, claims, testimonials).
3
Compliance Submission
Submit post via compliance approval system (email, workflow software, shared drive) with context (platform, audience, purpose).
4
Compliance Review
Designated reviewer evaluates post using standard checklist. Ensure disclosures adequate for platform character limits. Approve, request modifications, or reject.
5
Publication
Upon approval, post to platform. Capture screenshot/archive immediately upon publication.
6
Monitoring
Monitor comments and engagement. Respond to misleading comments. Archive all interactions. Review analytics for compliance implications.
Comment Moderation Policy
Firms are responsible for third-party comments on firm-controlled social media pages if the firm adopts, endorses, or fails to address materially misleading comments.
Social Media Comment Management
Daily monitoring: Review all comments on firm posts at least daily (or more frequently for active accounts)
Misleading comments: Respond to or remove comments containing false performance claims, guarantees, or misleading statements
Testimonials in comments: If unsolicited client testimonial appears in comments, either: (1) obtain oversight agreement and add compensation disclosure if applicable, or (2) remove comment
Don't adopt: Avoid "liking" or positively engaging with user comments that make unsubstantiated claims about firm's performance or services
Corrections: If firm makes factual error in post, post correction promptly and consider removing original if materially misleading
Recordkeeping: Archive all comments (including deleted comments) with explanation of deletion
Employee Personal Social Media
Employee posts on personal social media accounts may constitute firm advertising if the employee identifies their employment and makes statements about the firm's services, performance, or clients. Require employees to include disclaimers ("Views are my own, not my employer's") and prohibit performance claims or client solicitation on personal accounts. Include social media policy in compliance manual and provide annual training.
9. Third-Party Content Review
When the firm is featured in third-party content (articles, podcasts, interviews) or uses third-party content in marketing (white papers, research reports), the firm has compliance obligations.
Types of Third-Party Content
| Content Type | Compliance Obligation |
|---|---|
| Media Interviews | Review interview questions in advance if possible; provide talking points to interviewed personnel; review published article before sharing on firm channels; disclaim control over editorial content |
| Guest Articles/Op-Eds | Treat as firm advertising; full pre-approval required; ensure factual accuracy and no prohibited claims; retain copy of published version |
| Podcast Appearances | Prepare and review talking points; avoid performance guarantees or promissory language; obtain recording for review before firm shares; archive episode |
| Awards/Rankings | Review methodology and criteria; determine if payment was involved; prepare required disclosures before advertising award; verify no prohibition on advertising the recognition |
| White Papers/Research | If firm distributes third-party research, review for accuracy and ensure not misleading in firm's context; disclaim authorship; verify licensing rights |
| Conference Materials | Treat panel appearances and speaking engagements as public statements subject to compliance review; review slides in advance; monitor Q&A for problematic statements |
| Vendor/Partner Materials | If vendor creates co-branded materials, full pre-approval required; ensure vendor does not make claims firm cannot substantiate; contractual right to review/approve |
Third-Party Content Approval Process
Third-Party Content Review Checklist
Content reviewed before firm distributes, posts, or otherwise adopts/endorses
Factual accuracy verified (firm name, services, personnel, performance data)
No misleading statements or implications about firm's services or results
Performance data (if any) is accurate and presented in compliant manner
If firm paid for content or has editorial control, disclose sponsored/paid nature
If firm does NOT have editorial control, include disclaimer when sharing ("The views expressed are those of the publication, not [Firm Name]")
Third-party rankings/awards include required disclosures (methodology, payment, selection criteria)
Licensing rights verified (firm has permission to redistribute or link to content)
Content archived and retained in advertising records
Entanglement and Adoption
Under SEC guidance, a firm can become "entangled" with third-party content if the firm is involved in preparation or has the ability to influence content. If entangled, the content is treated as firm advertising requiring full compliance review. "Adoption" occurs when firm endorses or distributes third-party content (e.g., posting on firm website, sharing on social media with positive commentary). Adopted content is also treated as firm advertising. To avoid entanglement/adoption liability, include clear disclaimers when sharing third-party content.
Media Training for Employees
Employees who participate in media interviews, conference panels, or podcasts should receive compliance training covering:
- Prohibited statements: No guarantees, promissory language, or unsubstantiated performance claims
- Performance discussions: Only discuss performance if accurate data is available and disclosures can be made
- Hypotheticals: Avoid hypothetical performance in unscripted settings (cannot ensure all required disclosures)
- Confidentiality: No disclosure of client information, strategies, or proprietary processes
- Regulatory status: Accurate representation of firm's registration and regulatory oversight
- Escalation: If asked difficult question, defer to follow-up or direct to compliance for written response
10. Annual Review Process
At least annually, conduct comprehensive review of all advertising materials, approval processes, and compliance with marketing rules. This annual review satisfies SEC examination expectations and identifies systemic compliance gaps.
Annual Review Scope
Annual Advertising Compliance Review
Policy review: Review and update compliance manual sections on advertising, social media, and marketing approval
Process effectiveness: Evaluate whether approval process is functioning (all materials receiving pre-approval, timely reviews, etc.)
Inventory all materials: Compile list of all active advertising materials (website, brochures, social media, videos, etc.)
Sample testing: Re-review sample of approved materials (at least 10% or 25 items, whichever is greater) for continued compliance
Website review: Comprehensive review of entire website for accuracy, current information, and compliance
Performance advertising: Re-verify all performance calculations, ensure current data, confirm disclosures remain adequate
Testimonials: Re-screen all endorsers for disqualifying events (regulatory actions, client complaints); confirm compensation disclosure accurate
Social media audit: Review all social media accounts, posts from past year, comment moderation effectiveness
Third-party content: Review all third-party articles, rankings, awards for continued accuracy and appropriateness
Recordkeeping compliance: Verify all advertising records properly retained, organized, and retrievable
Training assessment: Evaluate whether employees understand approval requirements; identify training needs
Regulatory updates: Review SEC/FINRA guidance, enforcement actions, rule amendments from past year; update policies accordingly
Testing report: Document annual review findings, deficiencies identified, corrective actions, and responsible parties
Board/senior management: Present annual review findings to senior management or board (if applicable)
Annual Review Report Template
Annual Advertising Compliance Review Report
ANNUAL ADVERTISING COMPLIANCE REVIEW REPORT Review Period: January 1, 20__ to December 31, 20__ Report Prepared By: ___________________________ Title: ___________________________ Date: ___________________________ I. EXECUTIVE SUMMARY [Brief overview of review scope, key findings, and overall assessment of advertising compliance program effectiveness] II. ADVERTISING INVENTORY Total Active Materials: ______ - Website pages: ______ - Social media posts (past 12 months): ______ - Brochures/sales materials: ______ - Video/audio content: ______ - Email campaigns: ______ - Third-party content: ______ - Other: ______ III. SAMPLE TESTING RESULTS Materials Reviewed: ______ (___% of total) Findings: [ ] All materials compliant [ ] Minor deficiencies identified (detailed below) [ ] Material deficiencies identified (detailed below) IV. WEBSITE REVIEW Last comprehensive website review: ___________ Deficiencies Identified: [ ] None [ ] Stale performance data [ ] Outdated personnel information [ ] Inaccurate service descriptions [ ] Inadequate disclosures [ ] Broken hyperlinks [ ] Other: ___________________________________ Corrective Actions: __________________________________________ V. PERFORMANCE ADVERTISING REVIEW Performance Materials Reviewed: ______ Calculation Verification: [ ] Completed [ ] Issues identified Disclosure Adequacy: [ ] Adequate [ ] Updates required GIPS Compliance (if applicable): [ ] Compliant [ ] N/A Issues Identified: __________________________________________ VI. TESTIMONIALS AND ENDORSEMENTS Number of Active Testimonials: ______ Endorsers Re-Screened: [ ] Yes [ ] No [ ] N/A Disqualified Endorsers Identified: [ ] None [ ] Details below Compensation Disclosure Adequate: [ ] Yes [ ] No [ ] N/A Actions Taken: __________________________________________ VII. SOCIAL MEDIA COMPLIANCE Platforms Active: __________________________________________ Pre-Approval Compliance: [ ] 100% [ ] Gaps identified Comment Monitoring Effectiveness: [ ] Effective [ ] Needs improvement Archiving Compliance: [ ] Compliant [ ] Gaps identified Issues and Corrective Actions: __________________________________________ VIII. THIRD-PARTY CONTENT Third-Party Content Used: ______ Pre-Approval Process Followed: [ ] Yes [ ] Gaps identified Disclaimers Adequate: [ ] Yes [ ] No [ ] N/A Issues and Corrective Actions: __________________________________________ IX. RECORDKEEPING COMPLIANCE Advertising Records Retention: [ ] Compliant [ ] Gaps identified Organization/Retrievability: [ ] Adequate [ ] Needs improvement Electronic Archiving: [ ] Functioning properly [ ] Issues identified Actions Taken: __________________________________________ X. POLICY AND PROCEDURE UPDATES Policies Updated: [ ] Yes [ ] No updates needed Regulatory Changes Incorporated: [ ] Yes [ ] No changes this year Summary of Updates: __________________________________________ XI. TRAINING ASSESSMENT Employees Trained: ______ of ______ Training Effectiveness: [ ] Effective [ ] Needs enhancement Knowledge Gaps Identified: __________________________________________ Planned Training Initiatives: __________________________________________ XII. DEFICIENCIES AND CORRECTIVE ACTIONS [List all deficiencies identified, severity (minor/material), root cause, corrective action, responsible party, and target completion date] XIII. RECOMMENDATIONS [Recommendations for improving advertising compliance program, process enhancements, technology solutions, additional resources, etc.] XIV. CONCLUSION Overall Assessment: [ ] Effective [ ] Needs Improvement [ ] Material Deficiencies CCO Signature: ___________________________ Date: ___________ Senior Management Acknowledgment: ___________________________ Date: ___________Continuous Improvement
Use annual review findings to enhance the marketing approval process:
- Technology solutions: Consider compliance workflow software (ComplySci, SmartOffice, etc.) to streamline approvals and recordkeeping
- Enhanced training: Address knowledge gaps identified in annual review through targeted training
- Process refinements: If approval bottlenecks identified, adjust reviewer assignments or approval thresholds
- Proactive monitoring: Implement automated website monitoring or social media archiving if manual processes inadequate
- Benchmark best practices: Review peer firm practices, industry standards, and regulatory guidance for improvement opportunities
Marketing Approval Workflow Diagram
End-to-end process for marketing material creation, approval, distribution, and monitoring:
1
Content Creation
Marketing/communications team drafts material. Creator performs self-review against compliance checklist.
- Identify material type and distribution plan
- Gather supporting documentation (performance calculations, claim substantiation)
- Flag high-risk elements (performance, testimonials, comparisons)
2
Compliance Submission
Submit material to compliance using standardized approval form. Include all supporting documentation.
- Complete Marketing Pre-Approval Form
- Attach draft material and all versions
- Provide context (audience, channels, timing)
3
Initial Compliance Review
Designated reviewer evaluates material against Marketing Review Checklist. Typical turnaround: 2-5 business days (longer for complex materials).
- Review for truthfulness, balance, and absence of misleading content
- Verify all claims substantiated
- Check disclosure adequacy
- Identify need for escalation (performance data, novel content)
4
Escalation (if required)
High-risk materials escalated to CCO, legal counsel, or senior compliance officer.
- Performance advertising: CCO or senior compliance review
- Legal claims: Legal counsel review
- Performance calculations: Independent verification by operations
5
Approval Decision
Reviewer approves, approves with modifications, or rejects material.
- Approved: Proceed to distribution
- Approved with modifications: Revise and resubmit; expedited re-review
- Rejected: Material cannot be used; substantive compliance concerns
6
Recordkeeping
File approved material, approval form, and substantiation in advertising records. Retain for required period (5 years RIA, 3 years BD).
- Electronic and/or physical filing
- Version control (if material updated)
- Searchable archive for examination preparation
7
Distribution
Distribute material via approved channels. Archive actual distribution records (email sends, social media posts, print runs).
- Capture screenshot/archive upon publication
- Document distribution date and channels
- Retain metadata (email lists, analytics, reach)
8
Ongoing Monitoring
Monitor distributed materials for continued accuracy and compliance. Update or remove as needed.
- Quarterly website review
- Daily social media monitoring
- Performance data updates
- Material change triggers (personnel, services, regulatory)
9
Annual Review
Comprehensive annual review of all advertising materials and approval process effectiveness.
- Sample testing of approved materials
- Policy updates
- Training effectiveness assessment
- Process improvements
Technology Solutions
Consider implementing marketing compliance software to streamline workflows, maintain centralized records, and automate monitoring. Popular solutions include: Complium (advertising review workflow), Smarsh/Proofpoint/Global Relay (social media archiving), Hearsay Systems (social media compliance for financial services), RIA in a Box or SmartRIA (RIA compliance management including advertising module).
Additional Resources
- SEC Marketing Rule 206(4)-1 Adopting Release
- FINRA Rule 2210: Communications with the Public
- SEC Marketing Rule FAQs (IM Guidance Update 2023-01)
- FINRA Regulatory Notice 21-03: Social Media and Digital Communications
- SEC Books and Records Rule 204-2
Related Guides
- Hypothetical Performance Disclosure Requirements - Detailed requirements for backtested and model performance
- Social Media Marketing Compliance - Platform-specific compliance strategies
- Compliance Manual Template - Include marketing approval process in firm's compliance manual
- SEC Examination Playbook - What examiners look for in advertising reviews