FINRA Rule 5131: Understanding the Covered Person Status

Finra Rule 5131 is a regulation that aims to maintain the integrity of the securities market by preventing unfair practices and conflicts of interest in the allocation of "new issues." These new issues refer to initial public offerings (IPOs), which are highly sought-after investment opportunities. To ensure fairness, Rule 5131 outlines restrictions on the allocation process and designates certain individuals as "covered persons" who’re subject to these restrictions. A Rule 5131 Covered Person, therefore, is someone to whom allocations of new issues are limited in accordance with the provisions set forth in FINRA Rule 5131(b). In order to fully comprehend the scope and implications of this definition, one must refer to Question (1) of Part III of Appendix C, where a comprehensive description of the term is provided. The overarching objective of defining covered persons is to promote transparency and regulate the allocation process, ultimately fostering a level playing field for all market participants.

What Is a FINRA Covered Person?

A FINRA covered person is defined as a person who’s registered or in the process of registering with FINRA as a representative or principal, as specified in Rule 12This definition encompasses individuals who’ve completed the necessary steps to become a registered representative or principal, as well as those who’re in the process of fulfilling the registration requirements. Additionally, individuals who’re permissively registered under Rule 1210 are also considered covered persons.

This definition ensures that individuals who engage in securities-related activities, including both registered representatives and principals, are subject to the same regulatory standards and oversight. It helps maintain the integrity of the securities industry by holding individuals accountable for their actions and ensuring that they operate within the parameters of ethical conduct and regulatory compliance.

This definition encompasses individuals who’ve obtained the necessary licenses and registrations, as well as those who’re in the process of fulfilling such requirements. Covered persons are subject to the rules and regulations set forth by FINRA and are held accountable for their actions within the securities industry. They must comply with ethical standards, maintain necessary registrations, and be subject to ongoing regulatory supervision. The definition of a covered person helps ensure the integrity and professionalism of the securities industry by providing a clear framework for regulatory oversight and accountability.

Process and Requirements for Becoming a Registered Representative or Principal With FINRA

  • Complete and submit the appropriate registration forms.
  • Provide proof of passing the required qualification exams.
  • Submit fingerprints for a background check.
  • Disclose any past disciplinary actions or criminal convictions.
  • Meet the applicable regulatory requirements and standards of conduct.
  • Undergo a thorough review of your application by FINRA.
  • Pay the necessary registration fees.
  • Attend any required regulatory training or continuing education programs.
  • Maintain compliance with ongoing regulatory obligations.

FINRA Rule 5130, commonly known as Rule 5130, acts as a safeguard in the financial industry by preventing broker-dealers from offering New Issues to accounts involving individuals classified as “Restricted Persons.” These individuals, due to their affiliations or activities, are prohibited from benefiting from such transactions.

What Is Rule 5130?

FINRA Rule 5130 is a regulation implemented by the Financial Industry Regulatory Authority (FINRA) that serves to safeguard the integrity and fairness of the securities market. This rule specifically addresses the sale of New Issues by broker-dealers and the potential involvement of “Restricted Persons” in related accounts. These Restricted Persons typically include directors, officers, and other employees of the broker-dealer firm or any of it’s affiliates.

The essence of Rule 5130 is to prevent potential conflicts of interest and ensure transparency in the marketplace. This rule helps to maintain a level playing field for all investors, preventing any preferential treatment or potential abuse of insider information.

Broker-dealers are required to implement effective internal controls and procedures to ensure compliance with Rule 5130. They must conduct thorough due diligence to identify and verify any Restricted Persons who may have a beneficial interest in the accounts purchasing New Issues. This helps in preventing any direct or indirect participation of individuals that could potentially undermine fair and transparent markets.

Source: Amendments to FINRA New Issue Rules 5130 and 5131 …

their employees, and don’t engage in unfair allocation practices. These rules aim to prevent conflicts of interest and promote fair and transparent distribution of new issue securities to the public. Rule 5130 specifically addresses the participation of “restricted persons,” such as firm employees and their immediate family members, in new issue offerings, while rule 5131 focuses on the allocation of new issue securities to industry insiders. Understanding and adhering to these rules is essential for member firms to maintain compliance with FINRA regulations and protect the integrity of public offerings.

What Is the FINRA Rule 5130 and 5131?

Their employees, and don’t engage in unfair allocation practices.

FINRA Rule 5130, also known as the “Restrictions on the Purchase and Sale of Initial Equity Public Offerings,” addresses the issue of IPO allocations. This rule prohibits member firms from selling new issue securities to certain restricted persons. Restricted persons include company insiders, affiliates, and immediate family members of such persons, as well as accounts controlled by them. The goal of this rule is to prevent unfair advantage for those connected to the issuer, ensuring a fair and level playing field for all investors.

Under Rule 5130, member firms are required to establish and enforce written procedures to ensure compliance with the rule. These procedures must include a method to review and approve the opening of new accounts, as well as procedures for monitoring the trading activity of restricted persons. Firms must also maintain records of all actions taken to comply with the rule.

FINRA Rule 5131, on the other hand, addresses the issue of “spinning” – a practice where member firms grant IPO allocations to executives of companies in hopes of receiving lucrative investment banking business in return. This rule, also known as the “New Issue Allocations and Distributions,” aims to prevent conflicts of interest and maintain fairness in the allocation of IPO shares.

Under Rule 5131, member firms are prohibited from allocating IPO shares to executive officers and directors of companies that are current or potential investment banking clients. However, there are certain exceptions to this rule, such as allocations made to employees of issuer companies who aren’t executive officers or directors, allocations in connection with certain exceptions outlined by the Securities and Exchange Commission (SEC), and allocations to certain investment companies.

Both Rule 5130 and Rule 5131 reflect the commitment of FINRA to maintaining the integrity of public offerings and ensuring fair and equal access to new issue securities. By establishing these rules, FINRA aims to prevent market manipulation, maintain investor confidence, and promote transparency within the securities industry. Violations of these rules can result in disciplinary actions against member firms, including fines, suspensions, and even expulsion from the industry.

The Role of FINRA in Regulating the Securities Industry

FINRA, short for the Financial Industry Regulatory Authority, plays a crucial role in regulating the securities industry in the United States. It’s a self-regulatory organization (SRO) authorized by Congress to oversee broker-dealers, securities firms, and the individuals working in these areas.

FINRA’s main objective is to protect investors by ensuring fair and ethical practices within the securities industry. It establishes and enforces rules and standards that govern the conduct of it’s member firms and their registered representatives. By doing so, it works to maintain market integrity, promote investor confidence, and foster healthy competition.

Some of the key responsibilities of FINRA include licensing and registering broker-dealers and their associated persons, supervising their activities to detect and prevent fraudulent practices, and providing education and training programs to enhance industry knowledge and professionalism.

Additionally, FINRA conducts market surveillance and enforcement activities to identify and take action against violations of it’s rules and federal securities laws. It’s the authority to impose disciplinary actions such as fines, suspensions, and expulsions on individuals and firms who violate the established regulations.

By effectively regulating the securities industry, FINRA serves as a crucial watchdog, safeguarding investors and ensuring the fairness and integrity of the market.

FINRA Rule 5131, established by the Financial Industry Regulatory Authority (FINRA), aims to prevent unfair practices in the secondary market. One key provision, Rule 5131(d)(4), specifically prohibits members from accepting market orders to purchase shares of a new issue before they begin trading in the secondary market. This rule applies to market orders placed by the firm’s customers, customers of other broker-dealers, or even other broker-dealers themselves. By enforcing this restriction, FINRA seeks to uphold the integrity and fairness of the market for all participants.

What Is FINRA Rule 5131?

FINRA Rule 5131, also known as the New Issue Rule, is a regulation imposed by the Financial Industry Regulatory Authority (FINRA) in the United States. Introduced to protect the integrity of the new issue market, it sets out guidelines for broker-dealers and their clients regarding the purchase and distribution of shares in newly issued securities.

One specific provision of this rule, Rule 5131(d)(4), addresses the prohibition of accepting market orders for the purchase of new issue shares in the secondary market prior to their commencement of trading. This applies not only to orders from a firms own customers, but also to those from customers of other broker-dealers or even other broker-dealers themselves.

The main purpose behind this prohibition is to prevent unfair practices and ensure a level playing field for investors participating in the new issue market. By prohibiting the acceptance of market orders for new issue shares in the secondary market, FINRA aims to discourage activities that may manipulate prices, artificially inflate demand, or create unfair advantages for certain market participants.

The rule serves to promote transparency and fairness, preventing the early trading of new issue shares from distorting the market and potentially disadvantaging investors who weren’t part of the initial offering. It aids in maintaining the integrity of the new issue market by discouraging manipulative techniques or unfair trading practices that can undermine investor confidence.

By adhering to Rule 5131(d)(4), broker-dealers can demonstrate their commitment to maintaining a fair and orderly market. Violations of this rule can result in severe consequences, such as fines, penalties, or other disciplinary actions imposed by FINRA.

Compliance Requirements for Broker-Dealers: Discuss the Steps Broker-Dealers Need to Take to Comply With Rule 5131, Including Implementing Internal Controls, Monitoring Trading Activities, and Maintaining Accurate Records.

  • Implement internal controls
  • Monitor trading activities
  • Maintain accurate records

Who Is Exempt From FINRA?

Who aren’t engaged in any sales activities or providing any financial advice. These individuals are typically involved in administrative tasks such as record keeping, filing, and other back-office functions, and don’t have direct contact with clients or customers. They’re considered to have minimal impact on the firms securities business and are therefore exempt from the registration requirements imposed by FINRA.

It’s important to note that while these individuals may be exempt from FINRA registration, they’re still subject to certain regulatory obligations and restrictions. They must adhere to the rules and regulations set forth by FINRA and other relevant regulatory bodies, and their activities must be in compliance with applicable securities laws. Moreover, any activities that involve recommending or selling securities or providing investment advice would require these exempt individuals to become registered or licensed, depending on the specific activities and jurisdiction.

Types of Administrative Tasks Performed by Individuals Exempt From FINRA Registration

Individuals exempt from FINRA registration are still required to perform certain administrative tasks in their roles. These tasks may include general clerical duties such as managing files, scheduling appointments, organizing documents, overseeing office supplies, and providing administrative support. While they aren’t engaged in regulated activities that require registration, these individuals play a crucial role in supporting the overall operations of their respective organizations.


This designation plays a crucial role in maintaining fair and equitable practices within the financial industry. By restricting certain individuals' access to new issues, regulatory authorities seek to prevent potential conflicts of interest and protect the integrity of the market. Understanding the definition and implications of a Rule 5131 Covered Person is essential for compliance with regulatory standards and promoting transparency in the allocation process.

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