FINRA Rule 9370

Together these provisions define the threshold requirements and stay consequences of seeking SEC review of a final FINRA disciplinary action — the first step beyond FINRA's internal appellate system toward the external review that Exchange Act Section 19(d)(2) provides.

FINRA Rule 9370 sits as the final substantive rule within the 9300 Review of Disciplinary Proceeding series. It was adopted by SR-NASD-97-28 effective August 7, 1997, amended by SR-FINRA-2008-021 effective December 15, 2008, and most recently amended in June 2025 to conform to FINRA Rule 9360's updated expulsion effectiveness framework. One selected notice is associated — 08-57.

The Governing Framework: Exchange Act Section 19

FINRA Rule 9370's opening sentence — the right to have any action pursuant to the Rule 9200 Series or the Rule 9300 Series reviewed by the SEC is governed by Section 19 of the Exchange Act — establishes the external statutory framework within which the SEC review right exists. Exchange Act Section 19(d)(2) provides that any person aggrieved by any final disciplinary sanction imposed by a registered national securities association may apply to the appropriate United States Court of Appeals for review, but only after that person has exhausted the review proceedings available under Section 19(d)(1) — meaning the SEC administrative review available under the Exchange Act. The applicant must first seek SEC review under Section 19(d)(2) before seeking federal court review.

FINRA's SEC review procedure is governed not only by FINRA Rule 9370 but by Exchange Act Section 19(d)(2), SEC Rule 19d-3, and Rule 420 of the SEC Rules of Practice. The filing deadline under Exchange Act Section 19(d)(2) and SEC Rule 19d-3 is thirty days after service of the final FINRA disciplinary action. As confirmed by the SEC's disciplinary actions database notes, NAC decisions may be appealed to the SEC pursuant to FINRA Rule 9370, Exchange Act Section 19(d), and Rule 19d-3, and SEC decisions can thereafter be appealed to the Federal Courts of Appeal and ultimately to the United States Supreme Court.

The Stay Effect of Filing an SEC Review Application

FINRA Rule 9370's most practically significant provision is the stay that automatically results from filing an SEC review application. Filing an application for review stays the effectiveness of any sanction other than a bar or an expulsion under FINRA Rules 9268 or 9269 imposed in a decision constituting final FINRA disciplinary action.

The stay applies to the full range of sanctions that are not explicitly excluded — fines, suspensions, conditions, undertakings, and all other sanctions short of bars and expulsions. A respondent who has been fined and suspended and who files a timely SEC review application has automatically stayed both the fine payment obligation and the suspension's effectiveness from the moment of filing. The stay continues throughout the SEC's review and potentially into federal court review if the respondent seeks further appellate relief.

The bar exception — the stay does not apply to bars — reflects the same investor protection logic that makes bars immediately effective under FINRA Rule 9360. A respondent who has been permanently barred from the industry and files an SEC review application has not obtained an automatic right to continue working in the industry during the SEC review. A barred respondent who wishes to continue operating during the SEC review must seek an affirmative stay from the SEC — the extraordinary remedy standard confirmed by the SEC in NYPPEX, LLC and Laurence Allen, Exchange Act Release No. 100177 (May 20, 2024), requires a showing of strong likelihood of success, irreparable harm, no harm to others, and public interest.

The expulsion exception — the stay does not apply to expulsions under FINRA Rules 9268 or 9269 — reflects the pre-June-2025 treatment of expulsions under the prior framework. Following the June 2025 amendment to FINRA Rule 9360, expulsions in decisions issued under FINRA Rules 9349 or 9351 — the NAC and FINRA Board decision rules — follow FINRA Rule 9360's delayed effectiveness framework and do not take effect until the SEC review period has expired or SEC review is completed. FINRA Rule 9370 was conformingly amended to reference FINRA Rule 9360 for expulsions under FINRA Rules 9349 and 9351 while maintaining the existing treatment for expulsions directly under FINRA Rules 9268 and 9269.

The Employer Notification Requirement

FINRA Rule 9370's final provision — FINRA shall promptly notify any FINRA member with which a respondent is associated if the respondent files an application for review to the SEC — serves the supervisory oversight function that employer notifications serve throughout the Code. A firm employing a respondent who has filed a SEC review application must know about that filing because it affects the firm's supervisory obligations — particularly under FINRA Rule 9285, whose heightened supervision requirements continue during the SEC review period.

The prompt notification obligation enables the employing firm to assess its compliance obligations in light of the SEC review application and to determine whether any adjustments to the respondent's heightened supervision plan are warranted given the extended period of uncertainty during SEC review.

The Complete Appellate Pathway

FINRA Rule 9370 represents the final step in a comprehensive appellate pathway that the Code of Procedure creates. The complete pathway runs: Hearing Panel decision under FINRA Rule 9268 → NAC appeal under FINRA Rule 9311 or call for review under FINRA Rule 9312 → NAC decision under FINRA Rule 9349 → FINRA Board discretionary review under FINRA Rule 9351 → SEC review under FINRA Rule 9370 and Exchange Act Section 19(d)(2) → federal appellate court review under Exchange Act Section 19(d)(2) → United States Supreme Court. Each level of this pathway has specific timing requirements — failure to meet any deadline forfeits the right to pursue the remaining levels.

The administrative exhaustion requirement — a respondent must exhaust internal FINRA remedies before seeking SEC review — means that FINRA Rule 9370 is available only to respondents who have pursued their appeal through the complete Rule 9300 Series internal process. The SEC has confirmed this exhaustion requirement in numerous decisions, dismissing applications for review filed without first completing the FINRA internal appellate process.

Connection to FINRA Rules 9311, 9349, 9351, 9360, and Exchange Act Section 19

FINRA Rule 9370 connects to FINRA Rule 9311 — whose twenty-five-day appeal deadline must be met to exhaust internal remedies and preserve the right to seek SEC review. It connects to FINRA Rule 9349 — whose final disciplinary action decision is the document from which the thirty-day SEC application period runs. It connects to FINRA Rule 9351 — whose Board decision similarly triggers the SEC application period. It connects to FINRA Rule 9360 — whose sanctions effectiveness framework governs which sanctions are stayed and which are not during the SEC review process. And it connects to Exchange Act Section 19(d)(2) and SEC Rule 19d-3 — the external statutory and regulatory framework within which FINRA Rule 9370's gateway provisions operate.

Examination Relevance and Key Takeaways

FINRA Rule 9370 is tested on the Series 24 General Securities Principal examination as the SEC review application rule — the final rule in the internal FINRA appellate framework that opens the door to external SEC review.

The key points to retain are these: FINRA Rule 9370 provides that the right to SEC review of actions pursuant to the Rule 9200 and 9300 series is governed by Exchange Act Section 19; the filing of an SEC review application automatically stays the effectiveness of all sanctions other than bars and expulsions under FINRA Rules 9268 or 9269; bars are not stayed by the filing of an SEC review application — a barred respondent must seek an affirmative stay from the SEC under the extraordinary remedy standard; expulsions in FINRA Rule 9349 or 9351 decisions follow FINRA Rule 9360's delayed effectiveness framework — they do not take effect until the SEC review period expires without an application or until SEC review is completed; FINRA must promptly notify any employing member firm when the respondent files an SEC review application; the complete appellate pathway runs from OHO through NAC through FINRA Board through SEC through federal courts; administrative exhaustion through the complete Rule 9300 Series is a prerequisite for SEC review — failure to appeal to the NAC results in dismissal of any SEC application; the SEC review application deadline is thirty days after service of the final FINRA disciplinary action under Exchange Act Section 19(d)(2) and SEC Rule 19d-3; and the rule was last amended in June 2025 to conform to FINRA Rule 9360's updated expulsion effectiveness framework completing the 9300 Review of Disciplinary Proceeding series.