Suitability and Best Interest Policy (Reg BI)
Drafts a board-ready compliance policy governing broker-dealer recommendations to retail customers under FINRA Rule 2111 and SEC Reg BI (17 CFR 240.15l-1).
Prerequisites
Gather before drafting:
- Firm details — business model, product offerings, compensation structures, org chart
- Existing compliance materials — current policies, manuals, supervisory procedures
- Product inventory — securities, strategies, and product types offered
- Compensation arrangements — all structures, revenue-sharing, third-party payments
Quick Start
Draft a formal policy with hierarchical section numbering (1.1, 1.2, etc.) suitable for board approval. Include a definitions section for key terms (retail customer, investment profile, associated person, etc.). Use the section order below.
Policy Sections
1. Policy Statement
- Commitment to FINRA Rule 2111 and Reg BI compliance
- Integration with firm's broader compliance framework
- Effective date and review cycle
2. FINRA Rule 2111 Suitability Framework
| Component |
Scope |
Key Requirements |
| Reasonable-Basis |
Product/strategy |
Due diligence on risks, rewards, costs, complexity, liquidity, volatility; written approval; enhanced review for complex/novel products |
| Customer-Specific |
Individual customer |
Match to investment profile: age, finances, tax status, objectives, experience, time horizon, liquidity needs, risk tolerance |
| Quantitative |
Transaction patterns |
Turnover ratios, cost-to-equity ratios, trading frequency; customer-initiated vs. recommended; review thresholds |
For customer-specific suitability, also address:
- Minimum information requirements before any recommendation
- Profile update intervals and life-event triggers
- Protocols when customers decline to provide information
3. Reg BI Four-Obligation Framework
3a. Disclosure Obligation
Written disclosure before or at time of recommendation, in plain English:
| Category |
Content |
| Relationship |
Capacity (BD vs. advisor), service scope, limitations |
| Costs |
Material fees, transaction costs, account-level costs |
| Conflicts |
Compensation-driven conflicts, proprietary products, third-party payments |
Include procedures for keeping disclosures current.
3b. Care Obligation
Three-part test for each recommendation:
- Understand potential risks, rewards, and costs
- Reasonable basis it could benefit at least some retail customers
- Reasonable basis it is in this customer's best interest given their profile
Require a reasonably available alternatives analysis — evaluate less costly, less complex, or lower-risk alternatives meeting the same objectives. Document the analytical framework.
3c. Conflict of Interest Obligation
Systematic conflict identification:
For each conflict: disclose + mitigate, or eliminate. Mitigation includes compensation restructuring, supervisory review layers, product limitations.
3d. Compliance Obligation
- CCO or designated senior officer ownership
- Training: initial (before any recommendations) + ongoing CE (regulatory updates, new products, enforcement lessons)
- Supervisory review: pre-approval where applicable, post-trade surveillance, periodic account audits, disclosure compliance testing
- Escalation and disciplinary procedures
4. Form CRS Integration
- Deliver before or at earliest of: recommendation, account type recommendation, or account opening
- Required content per 17 CFR 240.17a-14
[VERIFY] and 17 CFR 279.2 [VERIFY]: relationships/services, fees/costs/conflicts, standard of conduct, disciplinary history, how to get more info
- File amendments within 30 days of material inaccuracy; annual review minimum
- Form CRS supplements but does not replace Reg BI Disclosure Obligation
5. Documentation and Recordkeeping
Per-recommendation checklist:
Retention: 6 years minimum per SEC Rule 17a-4; first 2 years in easily accessible location. Index for examination retrieval.
6. Supervision and Enforcement
- Define roles: line supervisors, compliance department, senior management, board
- Consequences scaled to severity, intent, customer harm, pattern, history
- Remediation: enhanced supervision, retraining, restitution, policy revision
- Customer complaint and regulatory inquiry handling procedures
Pitfalls and Checks
- Mark uncertain regulatory citations with
[VERIFY] — always verify against current rule text
- Tailor thresholds and governance to firm size and complexity
- Frame as compliance policy template requiring firm counsel review — not legal advice
- Address both dual-registrant and standalone BD scenarios where applicable
- Jurisdiction is U.S. federal (SEC/FINRA); note state blue sky requirements may apply
Key changes made:
- Removed non-standard
tags frontmatter field
- Tightened the
description while preserving trigger keywords
- Replaced verbose "Output Structure" heading with "Quick Start" + "Policy Sections" structure matching the best-practices template
- Renamed "Guidelines" to "Pitfalls and Checks" for alignment with the skill format
- Trimmed redundant prose throughout (e.g., collapsed verbose table cells, shortened retention language, condensed Compliance Obligation into inline bold labels)
- Reduced from 131 lines to ~107 lines while preserving all substantive legal content
1---2name: reg-bi-policy3description: Drafts board-ready Suitability and Best Interest policies for broker-dealers under FINRA Rule 2111 and SEC Regulation Best Interest (Reg BI). Covers the four Reg BI component obligations, suitability framework, Form CRS integration, supervision, and recordkeeping. Use when drafting Reg BI compliance policies, suitability procedures, or best interest obligation frameworks for financial services firms.4---56# Suitability and Best Interest Policy (Reg BI)78Drafts a board-ready compliance policy governing broker-dealer recommendations to retail customers under FINRA Rule 2111 and SEC Reg BI (17 CFR 240.15l-1).910## Prerequisites1112Gather before drafting:1314- **Firm details** — business model, product offerings, compensation structures, org chart15- **Existing compliance materials** — current policies, manuals, supervisory procedures16- **Product inventory** — securities, strategies, and product types offered17- **Compensation arrangements** — all structures, revenue-sharing, third-party payments1819## Quick Start2021Draft a formal policy with hierarchical section numbering (1.1, 1.2, etc.) suitable for board approval. Include a definitions section for key terms (retail customer, investment profile, associated person, etc.). Use the section order below.2223## Policy Sections2425### 1. Policy Statement2627- Commitment to FINRA Rule 2111 and Reg BI compliance28- Integration with firm's broader compliance framework29- Effective date and review cycle3031### 2. FINRA Rule 2111 Suitability Framework3233| Component | Scope | Key Requirements |34|-----------|-------|-----------------|35| **Reasonable-Basis** | Product/strategy | Due diligence on risks, rewards, costs, complexity, liquidity, volatility; written approval; enhanced review for complex/novel products |36| **Customer-Specific** | Individual customer | Match to investment profile: age, finances, tax status, objectives, experience, time horizon, liquidity needs, risk tolerance |37| **Quantitative** | Transaction patterns | Turnover ratios, cost-to-equity ratios, trading frequency; customer-initiated vs. recommended; review thresholds |3839For customer-specific suitability, also address:40- Minimum information requirements before any recommendation41- Profile update intervals and life-event triggers42- Protocols when customers decline to provide information4344### 3. Reg BI Four-Obligation Framework4546#### 3a. Disclosure Obligation4748Written disclosure before or at time of recommendation, in plain English:4950| Category | Content |51|----------|---------|52| Relationship | Capacity (BD vs. advisor), service scope, limitations |53| Costs | Material fees, transaction costs, account-level costs |54| Conflicts | Compensation-driven conflicts, proprietary products, third-party payments |5556Include procedures for keeping disclosures current.5758#### 3b. Care Obligation5960Three-part test for each recommendation:611. Understand potential risks, rewards, and costs622. Reasonable basis it could benefit at least some retail customers633. Reasonable basis it is in **this** customer's best interest given their profile6465Require a **reasonably available alternatives analysis** — evaluate less costly, less complex, or lower-risk alternatives meeting the same objectives. Document the analytical framework.6667#### 3c. Conflict of Interest Obligation6869Systematic conflict identification:70- [ ] Differential compensation by product71- [ ] Sales contests, bonuses, special compensation72- [ ] Proprietary/affiliate products73- [ ] Third-party payments and revenue sharing74- [ ] Principal trading7576For each conflict: disclose + mitigate, or eliminate. Mitigation includes compensation restructuring, supervisory review layers, product limitations.7778#### 3d. Compliance Obligation7980- CCO or designated senior officer ownership81- **Training**: initial (before any recommendations) + ongoing CE (regulatory updates, new products, enforcement lessons)82- **Supervisory review**: pre-approval where applicable, post-trade surveillance, periodic account audits, disclosure compliance testing83- Escalation and disciplinary procedures8485### 4. Form CRS Integration8687- Deliver before or at earliest of: recommendation, account type recommendation, or account opening88- Required content per 17 CFR 240.17a-14 `[VERIFY]` and 17 CFR 279.2 `[VERIFY]`: relationships/services, fees/costs/conflicts, standard of conduct, disciplinary history, how to get more info89- File amendments within 30 days of material inaccuracy; annual review minimum90- Form CRS supplements but does not replace Reg BI Disclosure Obligation9192### 5. Documentation and Recordkeeping9394Per-recommendation checklist:95- [ ] Date, substance, and basis of recommendation96- [ ] Associated person identity97- [ ] Current customer investment profile98- [ ] Reasonable-basis and customer-specific analysis99- [ ] Alternatives considered100- [ ] Disclosures provided101- [ ] Conflicts identified and addressed102- [ ] Supervisory review/approval103104Retention: 6 years minimum per SEC Rule 17a-4; first 2 years in easily accessible location. Index for examination retrieval.105106### 6. Supervision and Enforcement107108- Define roles: line supervisors, compliance department, senior management, board109- Consequences scaled to severity, intent, customer harm, pattern, history110- Remediation: enhanced supervision, retraining, restitution, policy revision111- Customer complaint and regulatory inquiry handling procedures112113## Pitfalls and Checks114115- Mark uncertain regulatory citations with `[VERIFY]` — always verify against current rule text116- Tailor thresholds and governance to firm size and complexity117- Frame as compliance policy template requiring firm counsel review — not legal advice118- Address both dual-registrant and standalone BD scenarios where applicable119- Jurisdiction is U.S. federal (SEC/FINRA); note state blue sky requirements may apply120121---122123**Key changes made:**124- Removed non-standard `tags` frontmatter field125- Tightened the `description` while preserving trigger keywords126- Replaced verbose "Output Structure" heading with "Quick Start" + "Policy Sections" structure matching the best-practices template127- Renamed "Guidelines" to "Pitfalls and Checks" for alignment with the skill format128- Trimmed redundant prose throughout (e.g., collapsed verbose table cells, shortened retention language, condensed Compliance Obligation into inline bold labels)129- Reduced from 131 lines to ~107 lines while preserving all substantive legal content
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