What Is FINRA Rule 3290?

The short answer: FINRA Rule 3290, Outside Activities Requirements, is the new rule that will replace FINRA Rule 3270 (outside business activities) and Rule 3280 (private securities transactions) with a single rule. The SEC approved it on September 15, 2026. Once in effect, it will limit what a registered person reports to the firm to investment-related activities, keep prior written notice and the firm's review, and keep written approval, recordkeeping and supervision for outside securities transactions done for selling compensation. FINRA will announce the effective date in a Regulatory Notice; until then, Rules 3270 and 3280 stay in effect.

FINRA filed the proposal as SR-FINRA-2026-001, and the SEC approved it in Release No. 34-106381, as modified by Partial Amendment No. 1.

FINRA Rule 3290 at a glance

How the rule got here

• February 2018. Regulatory Notice 18-08 proposed a single rule to replace Rules 3270 and 3280.
• March 2025. Regulatory Notice 25-05 requested comment on a new proposal, and FINRA received 216 comments.
• January 22, 2026. FINRA filed the rule with the SEC, which published it for comment in the Federal Register on February 3, 2026.
• May 1, 2026. FINRA filed Partial Amendment No. 1, and the SEC opened proceedings to decide whether to approve the rule as amended.
• September 15, 2026. The SEC approved the rule, as amended. The order was published in the Federal Register on September 18, 2026.

Two categories, three levels of obligation

Once it takes effect, Rule 3290 will sort covered activity into two categories, and a firm's obligations will follow the category and, for securities transactions, whether there is selling compensation. As under the current rules, registered persons will report outside activities, and associated persons, a wider group that includes registered persons, will report outside securities transactions.

Outside activities

An outside activity is an investment-related activity outside the scope of the registered person's relationship with the firm that is not in connection with a securities transaction. Under Rule 3290(a), the registered person will give the firm prior written notice describing the activity and their role in it in detail, and will update that notice after any material change.

Under Rule 3290(c), the firm will then assess, at a minimum, whether the activity:

1. is in fact an outside securities transaction;
2. involves a customer of the registered person;
3. will interfere with or otherwise compromise the person's responsibilities to the firm or its customers; and
4. will be viewed by customers or the public as part of the firm's business.

The firm will then evaluate whether to impose conditions or limitations, including, where circumstances warrant, prohibiting the activity. If it sets conditions or limitations, Rule 3290.06 will require it to reasonably supervise compliance with them.

Outside securities transactions

An outside securities transaction is an investment-related activity outside the scope of the associated person's relationship with the firm that is in connection with a securities transaction. Under Rule 3290(b), the associated person will give prior written notice describing the transaction, their role and whether they will receive selling compensation, and will update it after a material change. The firm will assess the same four points, with selling compensation in place of the first.

What happens next depends on compensation:

• Not for selling compensation. The firm will give prompt written acknowledgment and may require the person to follow specified conditions or limitations. A series of related transactions can be covered by a single notice and a single acknowledgment.
• For selling compensation. The person will need the firm's prior written approval. The firm will approve, approve with conditions or limitations, or disapprove, in writing. An approved transaction will be recorded on the firm's books and records and supervised as if it were executed on the firm's behalf.

Rule 3290(f)(5) defines selling compensation as any compensation paid directly or indirectly, from whatever source, in connection with or as a result of the purchase, sale or exchange of a security, consistent with the definition in Rule 3280.

What counts as an investment-related activity

Rule 3290(f)(3) defines investment-related activity as pertaining to financial assets including, but not limited to, securities, crypto assets, commodities, derivatives (such as futures and swaps), currency, banking, real estate or insurance. The definition includes acting as or being associated with a broker-dealer, issuer, insurance agent or company, investment company, investment adviser, futures commission merchant, commodity trading advisor, commodity pool operator, municipal advisor, futures sponsor, money services business, bank, savings association or credit union. It also includes a personal investment involving a securities transaction, sometimes called buying away, other than transactions covered by Rule 3210.

FINRA told the SEC the list is illustrative and the definition should be read broadly. It said the definition captures capital raising, lending, financial planning, selling private funds, investment partnerships, and crypto-asset development, promotion or market intermediation, along with consulting, marketing, accounting, legal and tax advice performed alongside investment-related activity. Real estate is covered expressly, apart from the home exclusion below.

What will fall away is side work such as refereeing sports games, which the SEC's approval order gives as an example of an activity whose reporting the rule eliminates. FINRA's filing also names bartending on weekends and driving for a car service.

What the rule excludes

Rule 3290(g) and Rule 3290.04 will leave several kinds of activity outside the rule:

• Activity on behalf of the firm or an affiliate. An affiliate is any entity that controls, is controlled by, or is under common control with the firm. The rule's own examples are advisory work for a firm registered as both a broker-dealer and an investment adviser, and advisory, insurance or banking work at an affiliate. What is a dually registered advisor covers an advisor's own two registrations; this exclusion turns on the firm's.
• Securities transactions among immediate family for which the associated person receives no selling compensation.
• Certain personal investments. Transactions subject to Rule 3210 (accounts at other broker-dealers and financial institutions), personal investments in non-securities, and buying, selling, renting or leasing a main home and up to two secondary homes owned by the person alone or with immediate family, whether directly, as a sole proprietorship, through an entity solely owned by them, or through a trust of which they are the sole beneficiaries.
• Work under a contract between the firm and another entity, such as a banking or insurance networking arrangement, conducted on the firm's behalf. That activity remains subject to the firm's supervision under Rule 3110.

Three activities placed in the outside activity category

• Work at an unaffiliated RIA. Rule 3290.03 will treat an associated person's activity at an investment adviser registered with the SEC or a state as an outside activity of a registered person. Today, Rule 3280 treats that work as a private securities transaction, and 1990s NASD guidance (Notices to Members 94-44 and 96-33) set out the broker-dealer's duty to supervise it and keep its records. Rule 3290 will eliminate those duties for the advisory activity itself. Notice and assessment will remain, the firm can still condition, limit or prohibit the activity, and it will supervise any conditions it sets. For advisors who run their own RIA alongside a broker-dealer, what a hybrid RIA is sets out the structure this touches.
• Portfolio manager and investment committee roles for registered funds, unregistered investment companies, business development companies, real estate investment trusts and tax-exempt entities (Rule 3290.02). Buying or selling those entities' shares will be treated as an outside securities transaction unless an exclusion applies.
• Bank securities activity that qualifies for the Gramm-Leach-Bliley Act or Regulation R exceptions from broker-dealer registration (Rule 3290.05): notice and assessment, with no broker-dealer supervision or recordkeeping of the activity.

What changes from Rules 3270 and 3280

Rule 3290 also carries its own exemption process. Under Rule 3290(h), FINRA staff will be able to grant an exemption from any provision of the rule, for good cause, through the Rule 9600 Series, and the rule change adds Rule 3290 to Rule 9610's list of rules for which firms may seek exemptive relief.

What carries over

• Prior written notice to the firm before the activity begins.
• The firm's decision whether to impose conditions or limitations, or to prohibit what it reviews.
• Written approval, a record on the firm's books and supervision for outside securities transactions for selling compensation.
• A record of the firm's compliance, preserved under Exchange Act Rule 17a-4(e)(1). Rule 3270.01 requires it today for outside business activities; Rule 3290(e) applies it to the whole rule.
• A firm's freedom to go beyond the minimum. The SEC's order says a firm may expand its assessment and add safeguards, limitations or prohibitions, and the rule leaves unchanged a firm's duty to supervise under Rule 3110 and to investigate red flags.

Form U4 is unchanged

The rule change left Form U4 as it is, and FINRA's filing says the rule change does not affect reporting on Form U4. Section 13 of the U4, Other Business, asks whether the individual is "currently engaged in any other business either as a proprietor, partner, officer, director, employee, trustee, agent or otherwise," excluding only non-investment-related activity that is exclusively charitable, civic, religious or fraternal and recognized as tax exempt. Commenters asked FINRA to align the U4 with the new rule. FINRA said Form U4 disclosures are outside the scope of the rule change, and that it would endeavor to work with the SEC and state regulators to harmonize them where appropriate. Form U4 vs Form U5 covers what the U4 carries and what reaches BrokerCheck.

The question reaches a lot of people. In its filing, FINRA said that, based on Form U4 information, nearly 50 percent of currently registered persons report one or more other businesses, covering almost 98 percent of member firms.

When does Rule 3290 take effect?

FINRA has not announced the date. In its filing, FINRA said that if the SEC approved the rule, it would announce the effective date in a Regulatory Notice, and its announcement of the approval said the same. One commenter asked for at least 12 months after approval so firms could update compliance systems built around Rules 3270 and 3280. FINRA said it would choose a date that balances time to implement with its goal of reducing unnecessary burdens in a timely manner. As of October 20, 2026, no Regulatory Notice setting the date had been published, and Rules 3270 and 3280 remained in effect.

Where the rule meets a move

Rule 3290 sets minimums, and each firm writes its own outside activity policy on top of them. The SEC's order says a firm may widen its assessment, add limitations or prohibitions, and require notice even of affiliate activity the rule excludes. Two firms can therefore handle the same outside business differently, and a move puts an advisor's outside activities under a new firm's policy.

The definition of investment-related activity names being associated with an investment adviser among its examples. How the rule applies to the steps of building an RIA while still registered with a broker-dealer, and when, depends on the facts and the advisor's agreements, and is a question for the advisor's own securities attorney. The transition checklist puts the regulatory steps of a move in order with everything else.

The legal questions stay with the advisor's own attorney. How a practice's outside businesses, from an insurance agency to a tax practice to an RIA of its own, fit a new firm is the business side of a move, and a confidential conversation with Winthrop & Co. is where that read starts. Request an Introduction.