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Regulatory Basis

The Rule

Reg BI has four component obligations. Two of them carry the KYP load: the first part of the Care Obligation, and the Compliance Obligation that requires written policies to make it work.

1
Where KYP Sits in Reg BI
The product-level component of the Care Obligation, and who it applies to

Reg BI requires broker-dealers to meet four component obligations when recommending to retail customers: Disclosure, Care, Conflict of Interest and Compliance.[1][2] It covers recommendations of any securities transaction or investment strategy involving securities, including account recommendations.[2]

The Care Obligation has several components. The first is about the product, not the customer:

"Understand the potential risks, rewards, and costs associated with the recommendation, and have a reasonable basis to believe that the recommendation could be in the best interest of at least some retail customers" 17 C.F.R. § 240.15l-1(a)(2)(ii)(A) [1]

The test is whether the product could be in the best interest of at least some retail customers. It asks whether the firm understands what it is recommending well enough to know that, not whether the recommendation fits any particular person.

The rule applies to "a broker, dealer, or a natural person who is an associated person of a broker or dealer, when making a recommendation."[1] The firm and each registered representative carry the obligation separately. A representative can't satisfy it just because the firm approved the product, and a firm can't satisfy it just because its representatives say they understand.

The broker-dealer must also establish, maintain and enforce written policies and procedures "reasonably designed to achieve compliance with Regulation Best Interest."[1] For the product-level obligation, that means written procedures for how the firm comes to understand products, how that understanding reaches representatives, and how it is kept current.

2
What SEC Staff Say
The April 2023 staff bulletin on care obligations

On April 30, 2023, SEC staff published a bulletin on the care obligations of broker-dealers and investment advisers. It is staff guidance rather than a Commission rule, but it is the most detailed public statement of what "understanding a product" means under Reg BI.[3]

"... firms and financial professionals need to understand the investments and investment strategies on which they provide advice and recommendations ..." SEC Staff Bulletin: Care Obligations, April 30, 2023 [3]

The bulletin lists factors that understanding an investment or strategy involves, including:[3]

  • "the objectives of the investment or investment strategy";
  • "the initial and ongoing costs of the investment or investment strategy (such as direct and indirect costs, as well as potential costs)";
  • "the investment or investment strategy's key characteristics and risks (such as liquidity or volatility)";
  • "the investment or investment strategy's likely performance in a variety of market and economic conditions."
"... financial professionals cannot satisfy their own care obligations by solely relying on the efforts of others at their firm." SEC Staff Bulletin: Care Obligations, April 30, 2023 [3]

The bulletin says firms that recommend complex or risky products to retail investors "should strongly consider establishing procedures specifically designed to address recommendations of, or advice about, complex or risky products," and should consider procedures "requiring appropriate training and supervision to help ensure financial professionals understand the features, risks, and costs of a complex financial product."[3] Its examples of products warranting more scrutiny include inverse or leveraged exchange-traded products, investments traded on margin, derivatives, crypto asset securities and penny stocks.[3]

3
What FINRA Finds
Product-level findings and effective practices from FINRA's 2026 oversight report

FINRA's 2026 Annual Regulatory Oversight Report includes a section on Reg BI. Among its findings on the Care Obligation is a product-level one:[4]

"Failing to conduct a reasonable investigation of offerings prior to recommending them to retail customers (e.g., unable to reasonably evidence due diligence efforts regarding the issuer; relying solely on the firm's past experience with and knowledge of an issuer based on previously completed offerings; or relying solely on information from the issuer or its affiliate)." FINRA 2026 Annual Regulatory Oversight Report, Reg BI and Form CRS [4]

Among the Compliance Obligation findings are policies and procedures that state "the rule requirements but failing to identify how the firm will comply with those requirements," and failures to establish written procedures for how Reg BI training would be conducted and enforced.[4]

The report's effective practices for complex and risky products include:[4]

  • "establishing product review processes to identify and categorize risk and complexity levels for existing and new products";
  • "appropriately training associated persons on the features of complex and risky products recommended to retail customers";
  • applying heightened supervision to recommendations of complex or risky products.

These echo FINRA's earlier product guidance, which continues to describe what a product review program looks like: post-approval review of new products (Notice to Members 05-26), heightened supervision of complex products (Regulatory Notice 12-03), training before selling structured products (Notice to Members 05-59), and reasonable investigation of private placements (Regulatory Notice 23-08).[5][6][7][8]

Application

The Practice

Reg BI doesn't prescribe how a firm comes to understand its products. The SEC staff bulletin and FINRA's findings together describe what a program that works looks like.

1
Responsibilities
Two parallel obligations, one on the firm and one on each representative
What the Firm Needs to Do
  • Review products before they are recommended. Assess objectives, costs, key characteristics and risks, and performance across market conditions.[3]
  • Categorize risk and complexity. For existing and new products, as FINRA's effective practices describe.[4]
  • Investigate, not just collect. Evidence due diligence on issuers, rather than relying solely on issuer information or past offerings.[4]
  • Train representatives. On the features, risks and costs of the products they may recommend, especially complex ones.
  • Apply heightened supervision. To complex and risky products, and restrict them where warranted.
  • Keep understanding current. Review products after approval and communicate changes.[5]
  • Write it down. Procedures that say how the firm complies, not just what the rule requires.[4]
What the Registered Representative Needs to Do
  • Understand each product personally. Its risks, rewards and costs, before recommending it.[1]
  • Don't rely only on the firm. Use the firm's product review as an input, not a substitute.[3]
  • Complete product training. Before recommending complex or risky products.
  • Recommend within approvals. Only products the firm has approved, and within any restrictions attached.
  • Stay current. Review product change notices and updated assessments.
2
The Product Review Program
Four stages, and the evidence each one should leave
Stage What It Does Evidence
Assessment Documents the product's objectives, costs, key characteristics and risks, and likely performance across conditions; investigates the issuer where relevant Product assessment memo, source documents reviewed, issuer due diligence file
Categorization and approval Assigns a risk and complexity category and approves the product, with any restrictions Approval record with category, conditions and rationale
Training and release Delivers product training scaled to category before representatives may recommend Training completion records linked to the product
Post-approval review Monitors the product for changes and reassesses it periodically, more often for complex products Monitoring records, periodic review notes, change notices to representatives

For how the post-approval stage turns into specific triggers, see Material Change: When to Reopen a KYP Assessment.

3
Complex and Risky Products
Where regulators expect the product-level work to go deeper

Both the SEC staff bulletin and FINRA single out complex and risky products for additional procedures, training and supervision. The table below groups the product types named in regulatory guidance with the additional measures that guidance describes. It is a starting point for a firm's own categorization.

Product Type Guidance Additional Measures
Leveraged and inverse ETPs, derivatives, margin strategies SEC staff bulletin (2023); FINRA 12-03 Specific procedures, training and heightened supervision
Structured products FINRA 05-59; FINRA 12-03 Training on each product before selling; scenario analysis - see Structured Products
Private placements FINRA 10-22 and 23-08 Reasonable investigation of issuer, management, assets and use of proceeds - see Alternatives & Private Markets
Deferred variable annuities FINRA Rule 2330 Specific written procedures and training programs - see Segregated Funds & Annuities
Crypto asset securities, penny stocks SEC staff bulletin (2023) Heightened scrutiny and specific procedures
Evidence

Documentation

FINRA's finding that some firms' procedures restate the rule without saying how the firm complies is the clearest guide to what written procedures need to do.

1
Written Procedures That Say How
An example of product-level Reg BI procedures

The example below shows what product-level Reg BI procedures might cover. It is illustrative; each firm's procedures should reflect its products, business model and legal advice.

Example: Written Procedures for Reg BI Product Understanding
Illustrative
1
Scope. Applies to every security and investment strategy, including account types, that registered representatives may recommend to retail customers.
2
Product assessment. The Product Review Committee assesses each product before it may be recommended, documenting its objectives, initial, ongoing and potential costs, key characteristics and risks including liquidity and volatility, and likely performance in a variety of market and economic conditions.
3
Issuer due diligence. For private placements and other offerings, the assessment includes an independent investigation of the issuer, its management, assets and use of proceeds, and does not rely solely on information from the issuer or on prior offerings.
4
Categorization. Each product is assigned a risk and complexity category. Complex and risky products require Committee approval of product-specific procedures, training and supervision before release.
5
Training. Representatives complete training on the features, risks and costs of each complex or risky product before recommending it. Completion is recorded and enforced through the order system.
6
Individual responsibility. Representatives must understand each product they recommend. The firm's assessment supports but does not replace that understanding.
7
Post-approval review. Products are monitored for significant changes and reassessed at least annually, and quarterly for complex products. Representatives are notified of changes.
8
Records. Assessments, approvals, categories, training records, monitoring and notifications are retained and linked to each product.
Five Questions to Test Reg BI Product Understanding
  1. Does every product recommended to retail customers have a documented assessment covering objectives, costs, risks and performance across conditions?
  2. Are products categorized by risk and complexity, with additional procedures for complex ones?
  3. Can the firm evidence issuer due diligence that goes beyond the issuer's own materials?
  4. Do representatives complete product training before recommending complex products, and is that enforced?
  5. Do the firm's written procedures say how it complies, not just what the rule requires?
A note on scope: This paper covers the product-level obligations of Regulation Best Interest as of its publication date. It does not address Reg BI's customer-specific requirements. SEC staff bulletins represent staff views and are not rules of the Commission. This paper is general information, not legal or compliance advice. The program design, product table and example procedures are illustrations, not prescribed requirements. Where rules and guidance are quoted, the quotation is from the source cited.
References
  1. U.S. Securities and Exchange Commission. Regulation Best Interest, 17 C.F.R. § 240.15l-1, paragraphs (a)(1), (a)(2)(ii)(A) and (a)(2)(iv); effective June 30, 2020. Source document (PDF)
  2. U.S. Securities and Exchange Commission. Regulation Best Interest: A Small Entity Compliance Guide. Source document
  3. U.S. Securities and Exchange Commission, Staff of the Divisions of Trading and Markets and Investment Management. Staff Bulletin: Standards of Conduct for Broker-Dealers and Investment Advisers - Care Obligations, April 30, 2023. Source document
  4. FINRA. 2026 Annual Regulatory Oversight Report, Reg BI and Form CRS. Source document
  5. FINRA (then NASD). Notice to Members 05-26, NASD Recommends Best Practices for Reviewing New Products, April 2005. Source document
  6. FINRA. Regulatory Notice 12-03, Heightened Supervision of Complex Products, January 2012. Source document
  7. FINRA (then NASD). Notice to Members 05-59, Structured Products, September 2005. Source document
  8. FINRA. Regulatory Notice 23-08, FINRA Reminds Members of Their Obligations When Selling Private Placements, May 2023. Source document