FINRA Rule 9142

The Motion Requirement: From Notice to Motion

The most important feature of current FINRA Rule 9142 — and the feature that most clearly distinguishes it from its predecessor — is the requirement that withdrawal be accomplished by motion rather than by notice. Under the predecessor rule adopted in 1997, an attorney or representative seeking to withdraw provided written notice to the Adjudicator stating good cause and giving at least thirty days advance notice before the withdrawal took effect, unless circumstances did not permit such advance notice. The notice mechanism placed no affirmative gatekeeping role in the hands of the Adjudicator — withdrawal was a matter of right, subject only to the procedural requirements of advance notice and stated good cause.

The 2012 amendment transformed this structure by requiring a motion to withdraw — a filing that invokes the Adjudicator's authority to act on the motion, grants other parties the opportunity to be heard, and gives the Adjudicator discretion over whether and when to grant the withdrawal. As Regulatory Notice 12-12 explained, the change was designed to improve the efficient administration of FINRA proceedings by ensuring that attorney withdrawals — particularly those occurring close to hearing dates or during critical procedural phases — do not disrupt proceedings without Adjudicator oversight.

The motion mechanism has practical procedural consequences that the notice mechanism did not. Under the notice mechanism, withdrawal was automatic upon expiration of the thirty-day period — the Adjudicator had no authority to deny or delay it. Under the motion mechanism, the Adjudicator evaluates the motion on its merits — assessing the adequacy of the good cause stated, the timing of the withdrawal relative to the proceeding's schedule, and the potential prejudice to the unrepresented party and other parties from granting withdrawal at that particular stage. An Adjudicator may grant the motion unconditionally, grant it with conditions — such as requiring the withdrawing attorney to assist in a transition period — or deny it when granting withdrawal would prejudice the parties or disrupt the proceeding in ways that good cause does not justify.

Good Cause for Withdrawal

FINRA Rule 9142 requires that the motion to withdraw set forth good cause. The good cause requirement is substantive — a bare statement that the attorney wishes to withdraw, without explanation, does not satisfy it. Good cause for withdrawal in the disciplinary proceeding context is assessed against the same professional responsibility framework that applies in courts and other adversarial forums, informed by the specific circumstances of FINRA proceedings.

Classic good cause grounds include a complete breakdown of the attorney-client relationship — situations where fundamental disagreements about litigation strategy, communication failures, or irreconcilable differences have made continued effective representation impossible. Nonpayment of legal fees — when the attorney-client agreement made continued representation contingent on payment and the client has failed to fulfill that obligation — constitutes good cause in most professional responsibility frameworks, though the Adjudicator has discretion to condition withdrawal on adequate notice to the client. A client's instruction to the attorney to engage in conduct that would violate the attorney's professional responsibility obligations — false statements to the Adjudicator, suppression of required disclosures, or other conduct incompatible with the attorney's ethical duties — constitutes mandatory withdrawal grounds under most state bar rules and therefore good cause under FINRA Rule 9142. The client's discharge of the attorney is itself good cause — a party has the right to change counsel, and an attorney who has been discharged cannot remain as counsel of record against the client's wishes.

Circumstances that do not typically constitute good cause include tactical withdrawal designed to delay or disrupt proceedings — an attorney who seeks to withdraw shortly before a hearing with no genuine conflict or breakdown but with the effect of forcing a continuance has not established good cause. An attorney's mere preference to withdraw, or recognition that the case is going badly, similarly does not constitute good cause absent specific professional responsibility grounds.

The Party Contact Information Requirement

FINRA Rule 9142's requirement that the motion state the name, current address, and telephone number of the party no longer being represented is operationally essential in the post-withdrawal environment. When counsel withdraws from a FINRA disciplinary proceeding, the represented party becomes pro se — and the Adjudicator and the Department of Enforcement must be able to reach them directly to serve documents, schedule hearings, and communicate procedural developments. Without current contact information, the departing counsel's withdrawal creates a communication gap that could prevent the now-unrepresented respondent from receiving critical notices and could expose them to default consequences if they are unaware that the proceeding is continuing.

The contact information requirement in FINRA Rule 9142 mirrors and complements the pro se contact information registration obligation in FINRA Rule 9141(a) — when a party appears for the first time on their own behalf, they must provide current address and telephone number. FINRA Rule 9142's requirement that departing counsel provide this information in the withdrawal motion ensures that the transition from represented to unrepresented status does not create a gap in the party's contact record. The departing attorney, who has been communicating directly with the client throughout the representation, is in the best position to know the party's current contact information and is required to provide it before leaving the proceeding.

In practice, withdrawal motions in FINRA proceedings typically include the following elements: an identification of the proceeding and the party being represented; a statement of the good cause for withdrawal, articulated with sufficient specificity to allow the Adjudicator to assess its sufficiency without requiring disclosure of privileged attorney-client communications; a statement of the party's current name, address, and telephone number; a representation that the withdrawing attorney has provided adequate notice to the client of the withdrawal motion; and, where appropriate, a statement of whether the party has alternative counsel retained or intends to proceed pro se. The motion is filed and served pursuant to FINRA Rules 9133 and 9135 — through the OHO Portal for OHO proceedings and by email for non-OHO proceedings — with the party being represented receiving service of the motion under FINRA Rule 9133's service requirements.

The Timing Dimension: Withdrawal During Critical Phases

FINRA Rule 9142's motion requirement gives Adjudicators practical authority to manage the timing of attorney withdrawals in ways that protect the integrity of the proceeding and prevent strategic manipulation of the withdrawal process. This timing dimension is most significant when withdrawal is sought during critical procedural phases — in the immediate pre-hearing period, during discovery disputes, or at the eve of briefing deadlines.

A withdrawal motion filed weeks before a scheduled hearing — with adequate time for the party to retain replacement counsel and for new counsel to prepare — is likely to be granted when good cause exists. The same motion filed days before the hearing, without good cause that addresses the timing, may be denied or granted only with conditions that protect the other parties' interests. Adjudicators in FINRA proceedings have used the motion mechanism to impose conditions such as requiring departing counsel to provide a full case file and transition summary to replacement counsel by a specified date, or requiring that the withdrawal not become effective until new counsel files a notice of appearance — ensuring continuity of representation through a transition period rather than leaving the party temporarily unrepresented at a procedurally critical moment.

Connection to FINRA Rules 9141, 9146, and 9150

FINRA Rule 9142 connects directly to FINRA Rule 9141's Notice of Appearance framework — withdrawal under FINRA Rule 9142 terminates the representative status that FINRA Rule 9141(b) established, and the filing and service of withdrawal motions follow the FINRA Rule 9136 and FINRA Rule 9137 form and signature requirements applicable to all Code filings. The withdrawal motion is governed by FINRA Rule 9146's general motions framework — the withdrawal motion is itself a motion under the Code, subject to the procedures, response opportunities, and decision-making standards that FINRA Rule 9146 establishes.

FINRA Rule 9150 — Exclusion from Rule 9000 Series Proceeding — provides the mechanism for a forced exit from representation when the Adjudicator determines that an attorney's conduct warrants exclusion. FINRA Rule 9142's voluntary withdrawal mechanism and FINRA Rule 9150's involuntary exclusion mechanism together address the full range of circumstances under which a representative's participation in a FINRA proceeding may terminate — one at the representative's initiative and one at the Adjudicator's initiative.

Examination Relevance and Key Takeaways

FINRA Rule 9142 is tested on the Series 24 General Securities Principal examination in the context of the Code of Procedure's appearance and practice framework, attorney obligations in disciplinary proceedings, and the procedural mechanisms through which representatives exit proceedings. The 2012 amendment converting the withdrawal mechanism from notice to motion is current examination-relevant material that distinguishes FINRA's withdrawal framework from simpler notice-based systems.

The key points to retain are these: FINRA Rule 9142 requires that any attorney or other person authorized to represent others under FINRA Rule 9141 who seeks to withdraw their appearance in a Code proceeding must file a motion to withdraw — not merely give notice — with the Adjudicator; the motion must set forth good cause for the withdrawal, assessed against the professional responsibility standards applicable to attorneys in adversarial proceedings and including grounds such as breakdown of the attorney-client relationship, nonpayment of fees, mandatory withdrawal under bar rules, and client discharge; the motion must also state the name, current address, and telephone number of the party who will no longer be represented — ensuring the now-unrepresented party is reachable directly by the Adjudicator and other parties; the Adjudicator has discretion to grant, deny, or condition the withdrawal based on the adequacy of the good cause stated and the timing relative to the proceeding's schedule — providing active oversight absent under the predecessor notice-based mechanism; the 2012 amendment through SR-FINRA-2011-044 effective March 30, 2012 replaced the predecessor rule's thirty-day advance notice requirement with the current motion requirement, announced in Regulatory Notice 12-12; withdrawal motions are filed and served pursuant to FINRA Rules 9133 and 9135 and are governed by FINRA Rule 9146's general motions framework; the contact information requirement in FINRA Rule 9142 mirrors the pro se registration requirement in FINRA Rule 9141(a), ensuring that the transition from represented to pro se status does not create a gap in the party's contact record; and Adjudicators may impose conditions on granted withdrawals including transition assistance obligations and requirements that withdrawal not become effective until replacement counsel files a notice of appearance.