Table of Contents
SERIES 24 | FINANCIAL REGULATION COURSES
FINRA Rule 9137 establishes two interconnected requirements for all papers filed in Code of Procedure proceedings: first, every filing must be signed — by counsel or representative of record for a represented party, or by the party personally if appearing pro se — with the signer's business address and telephone number stated; and second, that signature constitutes a binding certification of three distinct substantive commitments: that the signer has read the filing, that to the best of their knowledge, information, and belief formed after reasonable inquiry the filing is well grounded in fact and warranted by existing law or a good faith argument for its extension or modification, and that the filing is not made for any improper purpose such as to harass, cause unnecessary delay, or needlessly increase the cost of adjudication.
An unsigned filing may be struck by the Adjudicator unless the omission is corrected promptly upon notice. Together the signature requirement and its certification effect create a system of personal professional accountability for every document submitted to FINRA's adjudicative bodies — one that mirrors the professional responsibility norms of federal and state court practice and that aligns with FINRA Rule 2010's broader requirement of just and equitable principles of trade in all professional conduct.
FINRA Rule 9137 sits within the 9130 Service; Filing of Papers subsection of the 9100 Application and Purpose section of the 9000 Code of Procedure series. It was adopted by SR-NASD-97-28 effective August 7, 1997 and amended by SR-FINRA-2008-021 effective December 15, 2008 as part of the consolidated FINRA rulebook transition announced in Regulatory Notice 08-57. The rule has not been substantively amended since its original adoption — the 2008 amendment addressed administrative consolidation rather than substantive change. One selected notice is associated with the rule: Regulatory Notice 08-57.
FINRA Rule 9137(a) establishes two parallel signature obligations depending on whether the filing party is represented by counsel or appearing pro se.
For parties represented by counsel or a representative authorized under FINRA Rule 9141, every filing must be signed by at least one counsel or representative of record in their own name, with the business address and telephone number of that counsel or representative stated on the filing.
The requirement that the signature be by counsel or representative of record — meaning a person who has filed a notice of appearance pursuant to FINRA Rule 9141 — prevents the anomalous situation where a filing bears the signature of someone who has not formally entered the proceeding on the party's behalf. The business address and telephone number requirement ensures that the Adjudicator and opposing parties can identify and contact the responsible attorney or representative for any matter arising from the filing — a practical administrative function that is essential in multi-party proceedings where contact information for all counsel must be readily accessible.
The at least one signature requirement — rather than a requirement that all counsel of record sign — reflects the practical reality of multi-attorney representation in complex disciplinary proceedings. A party with multiple counsel of record need not obtain all attorneys' signatures on every filing — one counsel's signature satisfies the requirement and constitutes the certification on behalf of the representing team. The signing attorney personally assumes certification responsibility for the filing under FINRA Rule 9137(b) — a professional accountability that cannot be shared across all counsel by a collective signature.
For parties appearing on their own behalf — pro se respondents, which may include registered representatives proceeding without legal representation or firms whose principals have chosen to represent the firm directly — the requirement shifts to a personal signature: the party shall sign their individual name and state their address and telephone number on every filing.
The individual name requirement prevents anonymous or pseudonymous pro se filings — the filing party must be identifiable by name, and the address and telephone number requirements ensure they are reachable. Pro se respondents assume the same certification responsibility under FINRA Rule 9137(b) as counsel — the fact that they are not attorneys does not relieve them of the obligation to make only well-grounded factual claims and legitimate legal arguments, and to avoid using the filing process for improper purposes.
The triggering condition — following the issuance of a complaint in a disciplinary proceeding or the initiation of another proceeding — establishes the temporal scope of FINRA Rule 9137's requirements. The signature obligation applies to all filings made after the formal commencement of a proceeding. Pre-complaint investigative submissions — responses to FINRA Rule 8210 requests, voluntary submissions, and other documents provided to FINRA staff during investigation rather than to an Adjudicator in a formal proceeding — are not governed by FINRA Rule 9137, though they remain subject to the accuracy and good faith obligations imposed by FINRA Rule 2010 and the anti-fraud provisions of the federal securities laws.
FINRA Rule 9137(b) converts the act of signing a filing from a mere formality into a binding professional certification of three specific commitments. This certification structure — directly modeled on Federal Rule of Civil Procedure 11 and similar certification provisions in administrative proceedings — creates personal professional accountability for every document submitted in a FINRA disciplinary proceeding.
The first certification element — that the person signing has read the filing — is the threshold accountability commitment. Attorneys and representatives may not sign filings they have not personally reviewed. The practice of signing documents without reading them — sometimes called rubber stamping in professional responsibility contexts — is expressly prohibited by FINRA Rule 9137(b)(1)(A).
This requirement is particularly significant for supervising attorneys who may be tempted to sign filings prepared by junior associates without conducting a personal review. Each signature certifies personal readership, not merely supervisory awareness.
The second certification element — that to the best of the signer's knowledge, information, and belief, formed after reasonable inquiry, the filing is well grounded in fact and warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law — is the substantive merit certification.
This element contains three analytically distinct commitments: factual grounding, legal warrant, and inquiry standard.
The factual grounding commitment requires that every factual assertion in the filing be supportable — that the signer has a good faith basis to believe the factual claims are accurate based on the information available after reasonable inquiry.
A filing that asserts facts the signer knows to be false, or that the signer has not bothered to verify despite having the means to do so, violates the factual grounding certification regardless of whether the false or unverified facts ultimately prove consequential to the proceeding.
The legal warrant commitment requires that every legal argument in the filing be either supported by existing law or constitute a good faith argument for the extension, modification, or reversal of existing law. This second prong is the critical accommodation for good faith advocacy of legal positions that are not yet established — it permits counsel to argue for novel or minority positions as long as the argument is made in good faith rather than as a pretextual or frivolous claim. The extension, modification, or reversal language mirrors Federal Rule of Civil Procedure 11's articulation of the legitimate advocacy space beyond clearly settled law. An attorney who argues that a FINRA rule should be interpreted differently from all prior precedent is making a good faith argument for reversal of existing law — a permissible and often valuable form of advocacy. An attorney who makes an argument they know to be meritless, with no good faith basis for believing it could succeed, has violated the certification.
The reasonable inquiry standard qualifies both the factual and legal commitments — the certification is measured against what the signer knew or should have known after making a reasonable investigation, not against a perfect or hindsight standard. A signer who discovers after filing that a factual assertion was incorrect has not necessarily violated FINRA Rule 9137(b)(1)(B) if they made reasonable efforts to verify the assertion before signing. But a signer who signed without making any effort to verify a potentially false assertion — where reasonable inquiry would have revealed the falsity — has violated the certification standard regardless of whether the assertion turned out to be correct.
The third certification element — that the filing is not made for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of adjudication — is the purpose certification. The three enumerated examples — harassment, unnecessary delay, and needless cost increase — are illustrative rather than exhaustive; any improper purpose violates the certification. A motion filed not because the filing party believes it has merit but because filing it will disrupt the opposing party's case preparation is filed for an improper purpose. A brief that intentionally misrepresents the record to delay resolution of the proceeding is filed for an improper purpose. A discovery request designed to impose maximum burden on the opposing party without genuine expectation of useful information is made for an improper purpose.
FINRA Rule 9137(b)(2) establishes the consequence for unsigned filings: an Adjudicator may strike the filing unless it is signed promptly after the omission is called to the attention of the person making the filing. The may rather than shall strike formulation preserves Adjudicator discretion — the consequence is not automatic but is available. The cure provision — sign promptly after being notified — creates a practical correction mechanism that prevents the harsh outcome of a struck filing when the omission was inadvertent rather than deliberate.
The distinction between the Adjudicator's discretion to strike an unsigned filing and the mandatory consequence of striking scandalous or impertinent matter under FINRA Rule 9136(e) reflects the different policy concerns. An unsigned filing presents a procedural defect that may be remedied; scandalous or impertinent matter presents a substantive problem that must be removed from the record regardless of whether the filing is otherwise acceptable.
The prompt cure standard is not defined in days — promptness is assessed contextually depending on when the omission is identified and what the circumstances of the proceeding require. In a rapidly moving pre-hearing phase where motion deadlines are imminent, prompt may mean hours rather than days. In a more leisurely briefing schedule, prompt may allow a day or two. The Adjudicator who identifies the omission and calls it to the party's attention retains discretion over whether the correction is sufficiently prompt to avoid a striking order.
FINRA Rule 9137(b)'s certification function operates as a professional responsibility mechanism within the disciplinary proceeding that runs parallel to — and reinforces — the general professional responsibility obligations applicable to attorneys under bar association rules. An attorney who signs a filing that violates FINRA Rule 9137(b)'s certification has not only committed a procedural violation within the Code of Procedure — they have potentially also violated their state bar's professional conduct rules prohibiting frivolous filings and misrepresentation to tribunals.
For non-attorney representatives — registered persons representing themselves or authorized representatives who are not attorneys — the certification mechanism operates through FINRA Rule 2010's commercial honor obligation. A registered representative who signs a Code filing containing known misrepresentations has violated both FINRA Rule 9137(b) and the just and equitable principles of trade standard of FINRA Rule 2010. The disciplinary consequences for a registered person who files a false certification in a Code proceeding thus potentially include both a procedural sanction within the proceeding — striking of the filing — and a substantive disciplinary sanction for the FINRA Rule 2010 violation in a separate or concurrent proceeding.
FINRA Rule 9137 is the third and final element of the filing requirements trilogy completed by FINRA Rules 9135 and 9136. FINRA Rule 9135 establishes the procedural mechanics of when, where, and how to file — the logistical dimension of filing compliance. FINRA Rule 9136 establishes the physical and substantive form requirements — the documentary dimension. FINRA Rule 9137 establishes the signature and certification requirements — the personal accountability dimension. A filing that satisfies all three rules is procedurally, formally, and personally compliant with the full filing requirements of the Code. A filing that satisfies two but not the third is deficient: a properly formatted, timely filed document without a signature may be struck; a signed, timely filed document in the wrong format may be rejected or required to be resubmitted; a properly formatted, signed document filed late misses its deadline regardless of the quality of its form and certification.
FINRA Rule 9137 is tested on the Series 24 General Securities Principal examination in the context of the Code of Procedure's filing requirements, the professional accountability obligations of counsel and representatives in disciplinary proceedings, and the consequences of unsigned or improperly certified filings. The rule's certification structure — particularly the three-element substantive certification of readership, factual and legal grounding, and proper purpose — is a precise and examination-testable set of commitments.
The key points to retain are these: FINRA Rule 9137 requires that every filing in a Code proceeding made after the issuance of a complaint or initiation of another proceeding be signed by at least one counsel or representative of record — with business address and telephone number stated — for represented parties, or personally by the party with their address and telephone number for pro se parties; the signature constitutes a three-part certification that the signer has read the filing, that to the best of their knowledge, information, and belief formed after reasonable inquiry the filing is well grounded in fact and warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law, and that the filing is not made for any improper purpose such as to harass, cause unnecessary delay, or needlessly increase the cost of adjudication; the reasonable inquiry standard requires that signers make reasonable efforts to verify factual assertions before signing — signing without any verification effort violates the certification even if the assertion ultimately proves correct; the good faith argument for extension, modification, or reversal of existing law standard accommodates novel or minority legal positions while prohibiting arguments the signer knows to have no merit; the improper purpose prohibition reaches beyond the three enumerated examples of harassment, delay, and needless cost increase to any purpose that is not a legitimate basis for a Code filing; an unsigned filing may be struck by the Adjudicator — but the Adjudicator retains discretion and a cure is available if the omission is corrected promptly after being called to the filing party's attention; a registered person who signs a Code filing containing known misrepresentations violates both FINRA Rule 9137(b) and FINRA Rule 2010's commercial honor standard; and the rule was adopted in 1997 and last amended December 15, 2008 through SR-FINRA-2008-021, with no substantive changes since original adoption.
