FINRA Rule 9110 and FINRA Rule 9120

FINRA Rule 9110(a): The Four Categories of Proceedings

FINRA Rule 9110(a) defines the Code of Procedure by enumerating four categories of proceedings it encompasses. This enumeration is not merely organizational — it establishes the outer boundary of the Code's jurisdictional reach and the types of regulatory action for which the procedural protections of the 9100 series apply.

The first category is proceedings for disciplining a member or person associated with a member. These are the core enforcement proceedings — the formal disciplinary actions in which FINRA charges a member or registered person with violations of federal securities laws, MSRB rules, or FINRA rules and seeks sanctions under FINRA Rule 8310. They are governed primarily by the Rule 9200 series at the hearing level and the Rule 9300 series at the appellate level. The right to a hearing, the right to counsel, the right to present evidence, the right to cross-examine witnesses, and the right to appeal to the NAC and ultimately to the SEC all arise in this context.

The second category is proceedings for regulating the activities of a member experiencing financial or operational difficulties. These proceedings — governed primarily by the Rule 9550 series — address situations in which a member's financial condition, operational failures, or regulatory compliance deficiencies present urgent investor protection concerns requiring expedited regulatory intervention rather than the full disciplinary process. Summary suspensions, limitations on business activities, and requirements to provide financial information are characteristic actions in this category.

The third category is proceedings for summary or non-summary suspensions, cancellations, bars, prohibitions, or limitations. This category overlaps with both the disciplinary and expedited categories but captures a broader range of regulatory actions — including the failure-to-pay summary proceedings under FINRA Rule 8320 and the information-failure suspensions under the Rule 9550 series — that impose serious sanctions through streamlined processes.

The fourth category is proceedings for obtaining relief from the eligibility requirements of the FINRA By-Laws and FINRA rules. These are the statutory disqualification proceedings — the Rule 9520 series proceedings in which persons or firms that are subject to disqualifying events under Exchange Act Section 3(a)(39) seek FINRA's approval to continue or commence association with a FINRA member despite those disqualifying events.

The final sentence of FINRA Rule 9110(a) — that the Rule 9100 Series is of general applicability to all proceedings in the Rule 9000 Series unless a Rule specifically provides otherwise — is operationally critical. It establishes the 9100 General Provisions as the default procedural framework for every proceeding in every 9000 series subsection. Service requirements, filing requirements, appearance rules, ex parte communication prohibitions, evidence rules, motion practice, recusal procedures, and all other 9100 series mechanics apply across all proceedings automatically, with specific series rules able to modify them for their particular contexts.

FINRA Rule 9110(b): Equality of Members and Associated Persons

FINRA Rule 9110(b) establishes a fundamental procedural equality principle: unless otherwise specified, a person associated with a member has the same rights as a member and is subject to the same duties and obligations under the Code. This provision reflects the practical reality that the vast majority of FINRA disciplinary proceedings are brought against individual registered representatives and associated persons rather than member firms. An individual facing a FINRA enforcement action — whether a registered representative charged with churning, a principal charged with supervisory failure, or a market maker charged with manipulation — has exactly the same procedural rights as a corporate respondent: the right to receive a formal complaint, the right to answer, the right to discovery, the right to a hearing before an impartial Hearing Panel, the right to examine and cross-examine witnesses, and the right to appeal.

The unless otherwise specified qualifier preserves the Code's ability to treat firms and individuals differently where the nature of the proceeding requires it — for example, expedited proceedings under the Rule 9550 series may have specific provisions that apply to firms but not to individuals or vice versa — while establishing individual procedural equality as the default.

FINRA Rule 9110(c): Definitional Cross-References

FINRA Rule 9110(c) establishes the definitional architecture for the entire 9000 series through two cross-references. Terms used in the Code carry the meanings defined in FINRA Rule 0160 — the master definitions rule for the FINRA rulebook — and in FINRA Rule 9120 — the Code's own comprehensive definitions provision. The reference to FINRA offices or departments within the 9000 series means offices as designated by FINRA or FINRA Regulation, providing flexibility for organizational changes within FINRA without requiring rule amendments.

FINRA Rule 9120: The Thirty-One Defined Terms

FINRA Rule 9120 defines thirty-one specific terms that appear throughout the Code of Procedure. Each definition is calibrated to the specific adjudicative roles and functions the term describes, and together they create a precise vocabulary that enables the Code's procedural rules to operate with legal clarity across thousands of disciplinary proceedings annually.

The Adjudicator definition — paragraph (a) — is the most architecturally significant. It defines an Adjudicator as any body, board, committee, group, or natural person that either presides over a proceeding and renders a decision, presides over a proceeding and renders a recommended or proposed decision acted upon by a decision-rendering Adjudicator, or serves on such a body. The definition explicitly encompasses the Review Subcommittee, Subcommittee, Extended Proceeding Committee, and Statutory Disqualification Committee. This broad definition ensures that FINRA Rule 8330's cost authority, the separation of functions requirement in FINRA Rule 9144, and every other Code provision that turns on the identity of the Adjudicator applies correctly across all the different adjudicative bodies and roles in the Code's multi-tier structure.

The Chief Hearing Officer — paragraph (b) — is the Hearing Officer designated by FINRA's CEO to manage the Office of Hearing Officers or their delegatee. This administrative head of OHO is responsible for case assignment, Hearing Officer supervision, and the operational administration of the disciplinary hearing process.

The Code — paragraph (c) — simply means the Code of Procedure, providing a shorthand reference that appears throughout the 9000 series rules.

The Counsel to the National Adjudicatory Council — paragraph (d) — is an OGC attorney responsible for advising the NAC, Review Subcommittee, Subcommittee, or Extended Proceeding Committee on disciplinary proceedings on appeal. This advisory role is distinct from the advocacy role of the Department of Enforcement, which is a party to the proceeding — the Counsel to the NAC advises the adjudicative body rather than representing either party.

The Department of Enforcement — paragraph (e) — is FINRA's Department of Enforcement, the office responsible for investigating potential violations and prosecuting disciplinary cases before the Office of Hearing Officers and the NAC. It is the institutional plaintiff in FINRA disciplinary proceedings, designated as a Party in FINRA Rule 9120(y).

The Hearing Officer — paragraph (r) — is an attorney employed by FINRA, or former FINRA employee who previously acted as a Hearing Officer, appointed by the Chief Hearing Officer to fulfill adjudicative responsibilities in disciplinary proceedings under the Rule 9200 series, expedited proceedings under the Rule 9550 series, automated system grievance proceedings under the Rule 9700 series, and temporary cease and desist proceedings under the Rule 9800 series. The attorney qualification and the independence from the Department of Enforcement are essential characteristics — Hearing Officers are FINRA employees but serve in an adjudicative rather than prosecutorial capacity, and OHO reports to the FINRA CEO rather than to the enforcement function.

The Hearing Panel — paragraph (s) — is the three-person adjudicative body that conducts disciplinary hearings under the Rule 9200 series, proceedings under the Rule 9520 and 9550 series, and temporary cease and desist proceedings under the Rule 9800 series. A Hearing Panel consists of a Hearing Officer serving as chair and two Panelists — industry members drawn from FINRA's Regional Committees, former District Committee members, former NAC members, and former FINRA Governors.

The Interested FINRA Staff definition — paragraph (t) — defines with considerable specificity which FINRA employees are treated as having a direct interest in a proceeding for purposes of the ex parte communication prohibition in FINRA Rule 9143 and the separation of functions requirement in FINRA Rule 9144. In disciplinary proceedings the definition reaches the Head of Enforcement, all Department of Enforcement employees reporting to the Head, any FINRA employee who directly participated in authorizing the complaint, and any employee who directly participated in the examination, investigation, prosecution, or litigation related to the specific proceeding. The precision of this definition is essential to maintaining the structural separation between FINRA's prosecutorial function and its adjudicative function that due process requires.

The National Adjudicatory Council — which serves as FINRA's primary appellate body for disciplinary proceedings — is referenced in FINRA Rule 9120 through the Counsel to the National Adjudicatory Council definition, the Review Subcommittee definition, the Subcommittee definition, and the Extended Proceeding Committee definition rather than being separately defined, because the NAC's composition, authority, and procedures are established in the FINRA Regulation By-Laws and the Rule 9300 series rather than in FINRA Rule 9120.

The OHO Portal — paragraph (w), added as part of FINRA's electronic systems modernization — is the secure web-based system accessible by parties and their representatives in OHO proceedings that allows document submission, service of other parties, and case information access. The October 2025 amendment through SR-FINRA-2025-013 updated this definition as part of FINRA's transition from paper-based filings and service to fully electronic OHO proceedings, reflecting the ongoing modernization of FINRA's disciplinary administration.

The Party definition — paragraph (y) — establishes who qualifies as a party with full procedural rights in each category of proceeding. In disciplinary and cease and desist proceedings, the parties are the Department of Enforcement and the Respondent. In statutory disqualification proceedings, the parties are the Department of Enforcement and the member subject to the notice or application. In expedited proceedings, the parties are the issuing FINRA department or office and the member or person subject to the notice. The context-specific nature of the Party definition reflects the different stakeholder structures across the Code's diverse proceeding types.

The Respondent definition — paragraph (bb) — designates the FINRA member or associated person against whom a complaint is issued in disciplinary proceedings, and the member or associated person served with a notice initiating a cease and desist proceeding. The Respondent is the charged party in FINRA's adversarial disciplinary process — the institutional equivalent of the defendant in a civil or criminal proceeding — with all the corresponding procedural rights that the Code confers.

The October 2025 Amendment

The most recent amendment to FINRA Rule 9120, SR-FINRA-2025-013 effective October 7, 2025, updated the OHO Portal definition and related provisions to reflect the expanded functionality of FINRA's electronic filing and service system for disciplinary proceedings. As announced in Regulatory Notice 25-10, the amendments support FINRA's transition to fully electronic OHO proceedings — updating FINRA Rule 9120's OHO Portal definition alongside conforming amendments to service and filing rules in the 9100 series to reflect that electronic service through the OHO Portal is now the primary service method for most documents in OHO proceedings. This modernization reduces administrative burden on parties and OHO staff while improving the speed and reliability of document service in disciplinary proceedings.

The Architecture of the Code: How FINRA Rules 9110 and 9120 Anchor the 9000 Series

FINRA Rule 9110 and FINRA Rule 9120 together perform the architectural function that makes the entire Code of Procedure function as an integrated system. FINRA Rule 9110 establishes the rule's universal applicability — every proceeding in every 9000 series subsection operates within the procedural framework established by the 9100 series unless a specific rule modifies it. FINRA Rule 9120 ensures that every actor in every proceeding understands precisely what role they occupy and what authority they possess — whether they are the Adjudicator rendering decisions, the Hearing Officer chairing a panel, the Panelist providing industry perspective, the Department of Enforcement as prosecuting party, the Respondent as charged party, or the Counsel to the NAC as appellate advisor.

The Code itself encompasses the full lifecycle of FINRA enforcement — from the initial investigation conducted using FINRA Rule 8210's authority, through the formal complaint issuance under the Rule 9200 series, through the hearing before a Hearing Panel, through appellate review by the NAC under the Rule 9300 series, through sanctions imposed pursuant to FINRA Rule 8310, through payment enforced under FINRA Rule 8320, and through public disclosure under FINRA Rule 8312 and FINRA Rule 8313. FINRA Rules 9110 and 9120 are the entry point to this entire framework — the rules that define what the framework covers and what language it speaks.

Examination Relevance and Key Takeaways

FINRA Rule 9110 and FINRA Rule 9120 are tested on the Series 24 General Securities Principal examination as the foundational provisions of the 9000 series Code of Procedure. Candidates must understand the four categories of proceedings encompassed by the Code, the universal applicability of the 9100 General Provisions, the equality of procedural rights between members and associated persons, and the key defined terms that govern every disciplinary proceeding.

The key points to retain are these: FINRA Rule 9110 establishes the Code of Procedure as encompassing four categories of proceedings — disciplinary proceedings, proceedings for members in financial or operational difficulty, proceedings for summary or non-summary suspensions and bars, and statutory disqualification eligibility proceedings; the Rule 9100 series applies to all 9000 series proceedings unless a specific rule provides otherwise; associated persons have the same procedural rights and obligations as members unless otherwise specified; terms in the 9000 series carry meanings defined in FINRA Rule 0160 and FINRA Rule 9120; FINRA Rule 9120 defines thirty-one key terms for the Code including Adjudicator — any decision-rendering or decision-recommending body or person including Review Subcommittees, Subcommittees, Extended Proceeding Committees, and Statutory Disqualification Committees; Chief Hearing Officer — the attorney managing OHO; Hearing Officer — an attorney-employee of FINRA appointed to adjudicate proceedings; Hearing Panel — the three-person Hearing Officer plus two Panelist body that conducts disciplinary hearings; Interested FINRA Staff — the specific enforcement and examination employees whose involvement in a matter creates ex parte and separation of functions constraints; Party — defined context-specifically across the different proceeding types; and Respondent — the member or associated person against whom a complaint or cease and desist notice is issued; the most recent amendment to FINRA Rule 9120 was SR-FINRA-2025-013 effective October 7, 2025, updating the OHO Portal definition and related provisions to support fully electronic OHO proceedings as announced in Regulatory Notice 25-10; and FINRA Rule 9110 was last amended February 21, 2012 through SR-FINRA-2012-007.