Table of Contents
SERIES 24 | FINANCIAL REGULATION COURSES
FINRA Rule 9138 establishes the rules for computing every time period specified throughout the Code of Procedure — the foundational arithmetic of deadline calculation that determines when answers must be filed, when appeals must be taken, when motions must be responded to, and when every other time-sensitive act in a FINRA disciplinary proceeding must occur.
The rule provides three operative standards: in the Rule 9000 series, day means calendar day; in computing any period of time, the day of the triggering act, event, or default is excluded from the count and the last day of the period is included unless it falls on a Saturday, Sunday, or Federal holiday, in which case the period extends to the end of the next business day; and for periods of ten days or less — excluding any additional mail service time — intermediate Saturdays, Sundays, and Federal holidays are themselves excluded from the count.
A fourth provision adds three days to any prescribed response period when service was made by U.S. Postal Service first class, certified, or registered mail.
Together these four rules create a precise, unambiguous, and universal system for counting deadlines that applies identically to every time period in every proceeding across the entire Code, from the twenty-five-day answer period of FINRA Rule 9215 through the twenty-five-day appeal period of FINRA Rule 9311 through the seven-day hearing request period of FINRA Rule 9553.
FINRA Rule 9138 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 last 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 amended since that consolidation. FINRA Rule 9559 — the hearing procedures rule for expedited proceedings — modifies FINRA Rule 9138's application for certain time-critical expedited proceedings: for proceedings brought under FINRA Rules 9556 through 9558 and 9561, intermediate Saturdays, Sundays, and Federal holidays are included in the computation — meaning the ten-day-or-less exclusion does not apply — reflecting the urgency of those proceedings.
The definitional provision establishing that day means calendar day throughout the Rule 9000 series is the foundational premise of the entire time computation framework. The calendar day standard means that when the Code prescribes a period in days — such as the twenty-five days for filing an answer under FINRA Rule 9215, or the twenty-five days for filing an appeal under FINRA Rule 9311 — those days include Saturdays and Sundays unless the specific computation rules of FINRA Rule 9138 operate to exclude them or extend the period beyond a weekend or holiday.
The calendar day definition contrasts with business day periods — which would automatically exclude weekends and holidays from the count. FINRA Rule 9138 uses calendar days as the baseline but then applies specific exclusion rules to address the unfairness that would result from requiring acts on non-business days. The combination produces a system that counts calendar days generally but prevents deadlines from falling on non-business days and — for short periods where weekends would disproportionately shrink the available time — excludes weekends from the count entirely.
FINRA Rule 9138(b) establishes the three core computation mechanics that apply to every time period in the Code.
The first mechanic — the day-of-event exclusion — provides that the day of the act, event, or default from which the period begins to run is not counted. This is the universal starting point for every deadline computation: when a complaint is served on a respondent on a Monday, the Monday is day zero, Tuesday is day one, and the twenty-five-day answer period runs to the end of the twenty-fifth day following Monday.
The day-of-event exclusion prevents the anomalous result of counting the partial day of the triggering event as a full day — a respondent who receives a complaint at 4:30 p.m. on Monday has not had a full day to assess the charges and begin preparing a response.
The second mechanic — the last-day inclusion with weekend and holiday extension — provides that the last day of the computed period is included in the count, unless it falls on a Saturday, Sunday, or Federal holiday, in which case the period runs until the end of the next day that is neither a Saturday, Sunday, nor a Federal holiday. This extension prevents deadlines from technically falling on days when the OHO offices are closed, the Portal may not be monitored for filing purposes, and practical preparation of filings is impaired. A twenty-five day period that would end on a Saturday automatically extends to the following Monday — or if that Monday is a Federal holiday, to Tuesday. The extension applies only when the last day falls on a non-business day — if the last day is a weekday, it is included in the period and the extension does not apply regardless of how many weekends fell within the period.
Federal holidays for purposes of FINRA Rule 9138 are the federal legal public holidays established by 5 U.S.C. Section 6103 — New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. FINRA does not observe state or local holidays for time computation purposes — only these eleven federal holidays trigger the weekend and holiday extension.
The third mechanic — the intermediate weekend and holiday exclusion for periods of ten days or less — provides that when the prescribed period is ten days or less, intermediate Saturdays, Sundays, and Federal holidays are excluded from the computation. This exclusion operates in addition to — not instead of — the last-day extension. For a ten-day period, only weekdays are counted until ten weekdays have been counted. For a seven-day period, only weekdays count. For a three-day period, only weekdays count. The parenthetical — not including any additional time for service by mail allowed by paragraph (c) — clarifies that the three-day mail addition is not counted when assessing whether the base prescribed period is ten days or less: a seven-day response period to which three mail days are added has a base period of seven days, which triggers the intermediate exclusion for the seven-day base, with the three mail days then added separately.
The policy rationale for treating short and long periods differently is sound. A twenty-five day period that loses one Saturday and Sunday still leaves twenty-three weekdays — ample time to prepare most responses. A seven-day period that includes a Saturday and Sunday contains only five weekdays — a significantly reduced effective preparation window. The intermediate exclusion for short periods preserves the meaningful response time that short deadlines are designed to provide.
FINRA Rule 9138(c) provides that if service is made by U.S. Postal Service first class, certified, or registered mail, three days shall be added to the prescribed period for response. This mail service addition addresses the transit time between mailing and actual receipt that characterizes postal service — a document mailed on Monday is not typically received until Wednesday or Thursday, yet service is legally complete upon mailing under FINRA Rule 9134(b)(3). Without the three-day addition, a respondent whose response period begins running from the mailing date — before the document has even arrived — would have three to four fewer effective days to prepare their response than a respondent served by hand delivery or Portal submission.
The three-day addition applies when service was made by U.S. Postal Service first class, certified, or registered mail. It does not apply to service by courier — which generates a written confirmation of receipt or delivery attempts under FINRA Rule 9134(a)(3), making completion more verifiable and typically faster than standard mail. It does not apply to OHO Portal service — complete upon Portal submission and immediately accessible to all Portal participants. It does not apply to email service — complete upon sending and immediately receivable by the addressed party. The mail-specific nature of the three-day addition reflects the unique transit time characteristic of postal service that distinguishes it from all other currently available service methods.
The interaction between the three-day mail addition and the ten-day-or-less intermediate exclusion requires careful computation. Consider a seven-day response period where service was made by mail. The base period is seven days — triggers intermediate exclusion, so intermediate weekends and holidays are excluded from the seven-day count. Three mail days are then added. Are those three additional days subject to the intermediate exclusion? The parenthetical in FINRA Rule 9138(b) — not including any additional time for service by mail — answers this: the ten-day or less assessment is made based on the prescribed period only, excluding the mail addition. But the mail addition itself is added as calendar days unless the final day falls on a weekend or holiday, in which case the last-day extension applies. The computation is sequential: count the base period excluding weekends if ten days or less; then add three calendar days; then apply the last-day extension if the resulting final day falls on a weekend or holiday.
FINRA Rule 9138's computation rules are most effectively understood through their application to the most commonly encountered Code deadlines.
The twenty-five-day answer period under FINRA Rule 9215 is a long period — twenty-five calendar days from service of the complaint. Since twenty-five days exceeds ten days, intermediate weekends and holidays are not excluded from the count. The period begins the day after service. If the twenty-fifth day falls on a Saturday, the period extends to Monday. If served by mail, three days are added — making the effective response period twenty-eight calendar days from the mailing date, again subject to the last-day extension if the twenty-eighth day falls on a weekend or holiday.
The seven-day hearing request period under FINRA Rule 9553 — which governs the right to request a hearing following a suspension notice under that rule — is a short period. Seven days triggers the intermediate exclusion — weekends and holidays within the seven-day count are excluded. The period begins the day after service of the notice. If the notice is served by mail, three calendar days are added after the seven weekdays are counted, with the last-day extension applying if the resulting final day falls on a weekend or holiday. The practical effect is that a seven-day period triggered by Monday mail service begins Tuesday, counts seven weekdays ending the following Wednesday, then adds three calendar days to reach Saturday, which triggers the last-day extension to Monday — giving the respondent effectively the following Monday as their last day to request a hearing.
The twenty-five-day appeal period under FINRA Rule 9311 — for filing an appeal of a Hearing Panel decision to the NAC — is another long period. Twenty-five calendar days, intermediate weekends not excluded, last-day extension if the twenty-fifth day falls on a weekend or holiday. If service of the Hearing Panel decision was by mail, three days added. Given that Hearing Panel decisions are now typically served through the OHO Portal in OHO proceedings — complete upon Portal submission — the mail addition is less frequently applicable for this particular deadline than it was under the prior paper-based system.
FINRA Rule 9559(b) provides that FINRA Rule 9138 governs time computation in Rule 9550 series expedited proceedings, with one significant modification: for proceedings brought under FINRA Rules 9556 through 9558 and 9561, intermediate Saturdays, Sundays, and Federal holidays are included in the computation — meaning the ten-day-or-less intermediate exclusion does not apply. This modification reflects the particular urgency of those proceedings — FINRA Rule 9556 governs suspension of membership for failure to comply with an arbitration award, FINRA Rule 9557 governs temporary and permanent cease and desist orders in connection with registration violations, FINRA Rule 9558 governs emergency proceedings involving imminent investor harm, and FINRA Rule 9561 governs proceedings under FINRA Rule 4111's Restricted Firm Obligations framework. In these most urgent proceedings, time periods are tight by design and including weekends in the count preserves the expedited timeline that investor protection requires.
The stakes of accurate time computation under FINRA Rule 9138 cannot be overstated. In FINRA disciplinary proceedings, missing a deadline is not merely a procedural inconvenience — it can result in default under FINRA Rule 9269, forfeiture of appeal rights under FINRA Rule 9311, or loss of the right to request a hearing in expedited proceedings under FINRA Rule 9553. The Code provides limited mechanisms for extending deadlines after the fact — generally requiring a showing of good cause — and Adjudicators are not always receptive to late filing requests when the delay results from miscounting rather than genuine hardship.
For practitioners in FINRA disciplinary proceedings, FINRA Rule 9138's computation rules are applied to every deadline in every matter — the rules are not arcane procedural technicalities but the daily arithmetic of practice before OHO and the NAC. A practitioner who misapplies the computation rules — failing to add the mail service days, failing to extend a weekend-ending period, failing to exclude intermediate weekends in a short period — risks procedural consequences that can compromise the client's substantive position. The precision of FINRA Rule 9138 is not pedantic formalism but the foundation of reliable deadline management in an adversarial regulatory proceeding.
FINRA Rule 9138 is tested on the Series 24 General Securities Principal examination as one of the most practically testable rules in the Code of Procedure — deadline computation is a precise, calculation-based topic that lends itself directly to quantitative examination questions. Candidates must be able to apply the computation mechanics to specific scenarios, identify when the intermediate exclusion applies, add mail service days correctly, and determine when the last-day extension moves a deadline forward.
The key points to retain are these: in the Rule 9000 series day means calendar day; the day of the triggering act, event, or default is excluded from the count — it is day zero; the last day of the period is included unless it falls on a Saturday, Sunday, or Federal holiday in which case the period extends to the end of the next non-weekend non-holiday day; for periods of ten days or less — not counting any mail addition — intermediate Saturdays, Sundays, and Federal holidays are excluded from the count so that only weekdays are counted until the prescribed number of weekdays is reached; for periods of more than ten days intermediate weekends and holidays are not excluded and only the last-day extension applies; if service was made by U.S. Postal Service first class, certified, or registered mail three calendar days are added to the prescribed response period after completing the base period computation with the last-day extension then applied if the resulting final day falls on a weekend or holiday; the mail addition does not apply to OHO Portal service, email service, or courier service; FINRA Rule 9559(b) modifies FINRA Rule 9138 for proceedings under FINRA Rules 9556 through 9558 and 9561 by including intermediate weekends and holidays in the computation — eliminating the ten-day-or-less exclusion — reflecting the urgency of those expedited proceedings; and the rule was adopted in 1997 and last amended December 15, 2008 through SR-FINRA-2008-021, completing the 9130 Service; Filing of Papers subsection of the Code of Procedure.
