Table of Contents
SERIES 24 | FINANCIAL REGULATION COURSES
FINRA Rule 9610 is the threshold rule of the Rule 9600 Procedures for Exemptions series — the provision that defines who may seek exemptive relief through the Rule 9600 series, precisely which FINRA rules permit such relief, where the application must be filed, and what content every application must contain.
The rule operates through two paragraphs that together establish the complete threshold framework for the exemption application process: paragraph (a) identifies the enumerated list of FINRA rules and the MSRB rule for which applications may be filed and directs applicants to the appropriate FINRA department or staff, and paragraph (b) specifies the mandatory content elements that every application must include — the member's name and address, a primary contact associated person, the specific rule from which exemption is sought, a detailed statement of the grounds for granting the exemption, and when applicable a confidentiality request with supporting facts showing good cause for non-public treatment.
FINRA Rule 9610 is not a general exemption mechanism — it applies only to the enumerated rules that specifically authorize FINRA to exercise exemptive discretion. A member seeking relief from a FINRA rule that is not enumerated in FINRA Rule 9610(a) must seek relief through other available mechanisms, such as rule interpretations, no-action letters, or formal rule amendment proposals.
The enumerated list in FINRA Rule 9610(a) represents FINRA's considered judgment about which of its rules are appropriate for case-by-case exemptive relief and which rules' investor protection purposes require universal application.
FINRA Rule 9610 sits within the 9600 Procedures for Exemptions series of the 9500 Other Proceedings section of the 9000 Code of Procedure. It was adopted as part of the original Code of Procedure framework and has been amended numerous times as the enumerated list of rules eligible for exemptive relief has expanded to reflect new FINRA rules, new substantive areas, and new business practices requiring regulatory flexibility.
The most recent enacted amendment was SR-FINRA-2021-025 effective February 6, 2022 as announced in Regulatory Notice 22-03 — which added FINRA Rule 0180 governing security-based swaps to the enumerated list. A pending proposed amendment through SR-FINRA-2025-003, filed May 29, 2025 as part of the broader proposed revision to FINRA Rule 3220's Gifts Rule, would add FINRA Rule 3220 to the enumerated list — as of the knowledge cutoff this proposal is pending SEC review with proceedings instituted to determine approval or disapproval as of September 2025.
FINRA Rule 9610(a) establishes both where to file an exemption application and which rules are available for exemptive relief. A member seeking exemptive relief as permitted under any of the enumerated rules shall file a written application with the appropriate department or staff of FINRA.
The written application requirement confirms that exemption requests must be formal written submissions — informal requests, phone calls, or email inquiries do not constitute applications under FINRA Rule 9610(a) and do not initiate the formal FINRA Rule 9620 decision process.
The direction to file with the appropriate department or staff rather than with a single centralized office reflects the distributed nature of FINRA's regulatory staff across multiple departments.
A member seeking exemption from a qualification requirement under FINRA Rule 1210 or FINRA Rule 1220 files with the department responsible for registration and qualification — typically the Department of Member Supervision or its registration function. A member seeking exemption from a capital or financial responsibility rule files with the department responsible for financial oversight. A member seeking exemption from a trading or market regulation rule files with the department administering that rule. FINRA's website and the specific rules' own provisions direct applicants to the appropriate department in each case.
The current enumerated list in FINRA Rule 9610(a) includes the following rules for which exemptive applications may be filed: FINRA Rules 0180, 1210, 1220, 2030, 2114, 2210, 2231, 2241, 2242, 2310, 2359, 2360, 3170, 4210, 4311, 4320, 4360, 4540, 5110, 5121, 5122, 5123, 5130, 5131, 6183, 6625, 6731, 6732, 8211, 8213, 11870, and 11900, or MSRB Rule G-37. Each of these rules contains its own provision specifically authorizing FINRA to grant exemptive relief from that rule's requirements — the enumeration in FINRA Rule 9610(a) is derivative of those specific rule-level authorizations rather than a standalone exemption grant from FINRA Rule 9610 itself.
The enumerated rules in FINRA Rule 9610(a) span multiple FINRA rule series and address several distinct categories of regulatory obligation for which case-by-case exemptive relief is appropriate.
FINRA Rule 0180 — Application of Rules to Security-Based Swaps — was added to FINRA Rule 9610(a) effective February 6, 2022 through SR-FINRA-2021-025 as announced in Regulatory Notice 22-03. FINRA Rule 0180(i) expressly authorizes FINRA to exempt a person unconditionally or on specified terms from FINRA rules applicable to security-based swap activities, consistent with investor protection and the public interest. The addition of Rule 0180 to FINRA Rule 9610(a) reflects the complexity of the security-based swap regulatory framework and the recognition that some firms may have SBS activities requiring tailored regulatory treatment that universal rule application would not adequately accommodate.
FINRA Rules 1210 and 1220 — the registration and qualification rules — are among the most frequently invoked rules for exemptive applications under the Rule 9600 series. FINRA Rule 1210's principal and representative registration requirements and FINRA Rule 1220's principal qualification requirements contain specific provisions authorizing FINRA to grant exemptions in appropriate circumstances. The most common applications involve the two-principal requirement — FINRA may waive the requirement that a member have a minimum of two registered principals when only one person associated with the applicant for new or continuing membership should be required to register as a principal, based on the firm's limited scope of activities. Regulatory Notice 18-23 confirmed that the two-principal waiver process follows FINRA Rule 9610's application procedure, with the determination resting solely with the relevant Department.
FINRA Rules 2241 and 2242 — the equity and debt research analyst rules — authorize FINRA to grant exemptions from specific research analyst independence and content requirements when the strict application of those requirements would create regulatory burdens disproportionate to the investor protection benefits in specific firm circumstances.
FINRA Rule 4210 — the margin requirements rule — authorizes exemptive relief for members whose margin practices differ from the standard requirements in ways that are consistent with investor protection. This category of exemption applications addresses the diversity of business models across FINRA's membership — a firm with exclusively institutional customers engaged in specific complex strategies may have margin practices that warrant tailored treatment rather than standard retail margin application.
FINRA Rules 5110, 5121, 5122, 5123, 5130, and 5131 — the corporate financing and new issue rules — authorize exemptive relief for members in specific underwriting and new issue contexts where the standard requirements may be impractical or unnecessary given specific transaction structures or firm circumstances.
MSRB Rule G-37 — the political contributions rule applicable to municipal securities dealers — authorizes FINRA to grant exemptive relief from G-37's pay-to-play restrictions in specific circumstances. The inclusion of an MSRB rule in FINRA Rule 9610(a)'s list reflects FINRA's role as a registered securities association with authority over its members' municipal securities activities and its relationship with the MSRB's regulatory framework.
SR-FINRA-2025-003 — filed with the SEC on May 29, 2025 as part of FINRA's comprehensive proposed revision to the Gifts Rule — proposes to add FINRA Rule 3220 to FINRA Rule 9610(a)'s enumerated list. The proposed amendment would give FINRA authority to grant exemptive relief from Rule 3220's gift limit and related requirements in specific circumstances where strict application of the $300 per person per year limit — itself a proposed increase from the current $100 limit that is part of the same SR-FINRA-2025-003 filing — would create disproportionate compliance burdens without corresponding investor protection benefits. As of the knowledge cutoff the SEC has instituted proceedings to determine whether to approve or disapprove SR-FINRA-2025-003 — the amendment has not yet taken effect. Practitioners and examination candidates should monitor this pending amendment for subsequent SEC action.
FINRA Rule 9610(b) establishes the mandatory content requirements for every exemption application filed under the rule. An application must contain the member's name and address — the basic identification information that enables FINRA staff to verify the applicant's identity and membership status. It must contain the name of a person associated with the member who will serve as the primary contact for the application — enabling FINRA staff to communicate with a specific, responsible individual during the review process rather than with anonymous organizational contacts. It must identify the rule from which the member is seeking an exemption — the specific FINRA Rule 9610(a) enumerated rule provision requiring relief, enabling FINRA staff to route the application to the appropriate department and apply the correct substantive criteria. And it must contain a detailed statement of the grounds for granting the exemption — the substantive justification that is the analytical heart of every exemption application.
The detailed statement of grounds requirement is the most demanding content element and the one that most directly determines the outcome of the application. A well-crafted grounds statement identifies the specific requirement from which relief is sought, explains why the member cannot or should not comply with that requirement in its specific circumstances, demonstrates that the exemption would be consistent with the purposes underlying the rule, shows that investors would not be harmed by the relief, and identifies any conditions the member is willing to accept to address legitimate regulatory concerns. A perfunctory grounds statement that merely asserts the exemption should be granted without substantive justification does not satisfy FINRA Rule 9610(b)'s detailed statement requirement and will result in denial under FINRA Rule 9620.
The confidentiality provision in FINRA Rule 9610(b) enables members who believe their application or the decision on it should not be publicly disclosed to include in the application a detailed statement showing good cause for treating the application or decision as non-public in whole or in part. This good-cause confidentiality request is separate from the substantive grounds statement and requires its own supporting facts — a member cannot simply request confidentiality without providing specific reasons why public availability would be inappropriate. FINRA Rule 9620 confirms that after a decision is served on the applicant, the application and decision may be publicly available — the may formulation preserving FINRA's discretion to grant confidentiality when good cause is demonstrated.
FINRA's regulatory staff assess exemption applications against the specific criteria established in the rule for which relief is sought — not against a general good cause or hardship standard, but against the specific standards each rule establishes for exemptive relief. For qualification waivers under FINRA Rules 1210 and 1220, FINRA assesses whether the applicant's specific circumstances justify departure from the standard qualification requirements. For margin rule exemptions under FINRA Rule 4210, FINRA assesses whether the applicant's margin practices adequately protect customers and counterparties despite departing from standard requirements. For new issues exemptions under the Rule 5000 series, FINRA assesses whether the specific transaction structure and firm circumstances warrant relief from standard new issue requirements.
The application review process does not involve oral hearings at the FINRA Rule 9610 stage — it is a written submissions process in which FINRA staff reviews the application, may request additional information from the applicant, and issues a written decision under FINRA Rule 9620. The compressed administrative character of this first-tier review — contrasted with the formal adjudicative proceedings of the disciplinary and expedited proceedings series — reflects the policy nature of exemptive decisions, which involve regulatory judgment about whether relief is appropriate rather than adjudication of a disputed legal or factual question.
FINRA Rule 9610 is the threshold rule that initiates the two-stage adjudicative process that FINRA Rules 9620 and 9630 complete. The application filed under FINRA Rule 9610 is the document on which the FINRA Rule 9620 decision is based and whose denial is the subject of the FINRA Rule 9630 appeal. The content requirements of FINRA Rule 9610(b) — particularly the detailed grounds statement — determine both the quality of the FINRA Rule 9620 decision and the framework for any FINRA Rule 9630 appeal. An application that fails to articulate adequate grounds for relief under FINRA Rule 9610(b) cannot be rehabilitated at the FINRA Rule 9630 appeal stage by raising new arguments not presented in the original application — the NAC's review of a FINRA Rule 9620 denial is based on the application and the grounds stated therein, not on new theories developed after the denial.
FINRA Rule 9610 is tested on the Series 24 General Securities Principal examination as the exemption application rule — the threshold provision that defines when and how a member may seek regulatory relief from specific FINRA requirements.
The key points to retain are these: FINRA Rule 9610 applies only to the enumerated rules in paragraph (a) — it is not a general exemption mechanism for any FINRA rule a member finds burdensome; the current enumerated list includes FINRA Rules 0180, 1210, 1220, 2030, 2114, 2210, 2231, 2241, 2242, 2310, 2359, 2360, 3170, 4210, 4311, 4320, 4360, 4540, 5110, 5121, 5122, 5123, 5130, 5131, 6183, 6625, 6731, 6732, 8211, 8213, 11870, and 11900, plus MSRB Rule G-37; the most recent enacted amendment added FINRA Rule 0180 effective February 6, 2022 through SR-FINRA-2021-025 as announced in Regulatory Notice 22-03; a pending proposed amendment through SR-FINRA-2025-003 would add FINRA Rule 3220 to the list as part of the Gifts Rule revision — pending SEC approval as of the knowledge cutoff; applications must be filed in writing with the appropriate FINRA department or staff — not with OHO; every application must include the member's name and address, the primary contact person, the specific rule from which relief is sought, and a detailed statement of the grounds for granting the exemption; when applicable a confidentiality request with supporting good cause facts must also be included; the detailed grounds statement is the analytical heart of the application and determines the outcome under FINRA Rule 9620; the application process is written submissions only — no oral hearings at the FINRA Rule 9610 stage; and the application filed under FINRA Rule 9610 is the foundation for both the FINRA Rule 9620 decision and any FINRA Rule 9630 appeal.
