Social media compliance for investment advisers

A social media post by an SEC-registered adviser is an advertisement under the Marketing Rule if it offers the adviser's advisory services, and third-party content becomes the adviser's responsibility once the adviser adopts it or helps write it. Posts that are advertisements must be kept under Rule 204-2(a)(11), and messages about advice must be kept under Rule 204-2(a)(7), whatever platform they are on.

There is no separate social media rule for advisers. The obligations come from Rule 206(4)-1, the Marketing Rule, adopted in Release IA-5653 (86 FR 13024, 5 March 2021) with a compliance date of 4 November 2022, and from Rule 204-2, the books and records rule. The adopting release has a section headed "Guidance on Social Media," and most of what follows comes from it.

Both rules apply to advisers registered with the SEC. State-registered advisers are subject to their state's advertising and recordkeeping rules, which differ, so check your state before relying on this guide.

Which posts are advertisements

Under Rule 206(4)-1(e)(1)(i), an advertisement is a communication to more than one person (or to anyone, if it contains hypothetical performance) that offers the adviser's investment advisory services with regard to securities to prospective clients or private fund investors, or offers new services to current ones. A public post goes to more than one person, so the question is whether it offers services.

The adopting release gives the lines:

• Brand content that raises the firm's profile without offering services is generally not an advertisement. A post saying an event is "brought to you by" the firm is the release's example.
• General educational material about investing, asset classes, strategies, regions or sectors is generally not an offer of services.
• Market commentary is unlikely to be an advertisement. But a piece of commentary that ends by describing how the adviser's services can help readers invest is an advertisement, at least in that portion.
• Extemporaneous, live, oral communications are excluded, whether or not they are broadcast. Prepared remarks and scripts are not extemporaneous, and slides shown to an audience can be advertisements.

Anything else on a firm page that promotes its services is likely an advertisement, and every advertisement is subject to the general prohibitions in Rule 206(4)-1(a): no untrue or unsubstantiated material statements, fair and balanced treatment of risks alongside benefits, and fair and balanced presentation of any performance. The character limit of a platform does not relax them.

Comments, likes and other people's content

Third-party content is attributed to the adviser under two theories the adopting release calls adoption (the adviser explicitly or implicitly endorses or approves the content after it is published) and entanglement (the adviser involves itself in preparing it). Applied to social media, the release says:

• Letting anyone comment on the firm's page does not by itself make the comments the adviser's, provided the adviser does not selectively delete or alter them, does not change how they are presented, and is not involved in writing them. That holds even if the platform would let the adviser sort favorable comments to the top, as long as it does not.
• Deleting or suppressing negative comments, or promoting positive ones, makes the comments the adviser's. They become an indirect statement of the adviser, and a comment from a client is then a testimonial.
• Editing under a neutral, written policy is permitted. Removing profanity, defamatory or threatening content, spam, unlawful material, infringing material or factual errors, under pre-established objective criteria documented in the adviser's procedures, does not adopt what remains. A policy of removing only negative comments is not neutral.
• "Like," "share" and "endorse" features. If the adviser merely permits their use on a third-party site or platform, the Commission said it would not interpret that as implicating the rule.
• Hyperlinks to third-party content require the same adoption and entanglement analysis. Linking to content the adviser knows or has reason to know contains an untrue statement of material fact or materially misleading information also violates Section 206's antifraud provisions.

The same analysis applies to the adviser's activity on other sites. If the adviser takes affirmative steps to endorse, approve, shape or edit comments on a third-party site, those comments are attributed to it.

Client reviews, influencers and paid promotion

A client's statement about their experience is a testimonial and anyone else's is an endorsement. The conditions in Rule 206(4)-1(b), covered in our guide to testimonials and endorsements, apply when they appear in the adviser's advertising or when the adviser pays for them. Social media raises them in a few predictable ways:

• Quoting reviews. The Division of Examinations' Risk Alert of 16 December 2025 describes advisers copying client reviews from third-party sites onto their own websites without the clear and prominent disclosure that they came from clients.
• Rewarding reviews. The same Risk Alert describes advisers giving clients gift cards to write reviews on third-party sites without a basis to believe the required paid testimonial disclosures were made.
• Influencers. A paid influencer who promotes or refers clients is giving a compensated endorsement. The adopting release says the adviser can give the influencer the required disclosures and confirm they appear on the influencer's pages, and can require this in the written agreement. On a space-constrained platform, the release says, a paid testimonial or endorsement must still be clearly and prominently labeled as paid.
• Disclosures must be in the post. The clear and prominent disclosures must be within the testimonial or endorsement and at least as prominent. A link to them is not enough.

On 9 September 2024 the SEC settled charges against nine advisers under the Marketing Rule (Press Release 2024-121). According to its order, one firm advertised endorsements in videos, on social media and on physical objects such as bags and flags without disclosing that the endorser was a paid non-client. The firm settled without admitting or denying the findings.

Employees' personal accounts

The adopting release acknowledges that it can be hard for an investor to tell an associated person's personal post from one made for the firm. Whether a personal post is the adviser's advertisement is a facts and circumstances question about the adviser's supervision. If the adviser adopts and implements policies and procedures reasonably designed to prevent the use of associated persons' social media accounts for marketing the adviser's services, the Commission said it generally would not view such posts as the adviser marketing its services.

The release names the controls an adviser may consider: prohibiting such posts, periodic training, attestations, and periodically reviewing what associated persons post publicly. An associated person who posts in breach of the policies can still be responsible for violating the rule.

The records

Two parts of Rule 204-2 matter most for social media.

• Rule 204-2(a)(11) requires a copy of each advertisement the adviser disseminates, directly or indirectly. A post that is an advertisement must be captured as it appeared, and the April 2024 Risk Alert listed failing to keep copies of information posted to social media among the books and records deficiencies it found.
• Rule 204-2(a)(7) requires originals of written communications received and copies of those sent relating to recommendations or advice, receipts and deliveries of funds or securities, and the placing or execution of orders, among other things. A direct message or a comment thread with a client about advice is such a communication. The rule does not exempt any medium.

Advertisements are kept for five years from the end of the fiscal year in which they were last disseminated, under Rule 204-2(e)(3). Communications under (a)(7) are kept for five years from the end of the fiscal year of the last entry, under (e)(1). In both cases the first two years must be in an appropriate office of the adviser. Electronic storage is permitted under Rule 204-2(g), if records are indexed, retrievable, protected from alteration and backed up.

If a platform's messaging cannot be captured, the usual answer is to prohibit business messages there and move the conversation to an archived channel. That is the same problem as texting, covered in our guide to off-channel communications.

Form ADV

Form ADV Part 1A, Item 5.L asks whether your advertisements include performance results, testimonials, endorsements or third-party ratings, and whether you pay for them. The April 2024 Risk Alert found advisers answering no while their social media posts promoted rankings.

What examiners look for

From the Division of Examinations' Risk Alerts of 17 April 2024 and 16 December 2025:

• marketing policies that do not address the channels the adviser actually uses, such as websites and social media
• no copies of social media posts
• posts that highlight performance without fair and balanced treatment of material risks and limitations
• testimonials, endorsements and ratings on websites and social media profiles, including "d/b/a" pages of supervised persons, without the required disclosures
• disclosures in a smaller or lighter font, at the bottom of the page, or behind a link

Common questions

Is a LinkedIn post an advertisement?

It is if it offers the adviser's advisory services to prospective clients or new services to current ones. General market commentary or education is generally not, but commentary that ends with a pitch for the firm's services is, at least in that part.

Can I delete negative comments on my firm's page?

Not selectively. Deleting or suppressing negative comments makes the remaining comments the adviser's own statements. Removing content under a neutral, written policy, such as for profanity, spam or threats, is permitted.

Does liking or sharing a client's post count as a testimonial?

The adopting release says merely permitting like, share and endorse features on a platform does not implicate the rule. Sharing or endorsing a client's praise of the firm is a different act: it can be adoption, which makes the content the adviser's testimonial.

Do advisers have to archive social media?

Advertisements must be kept under Rule 204-2(a)(11), and written communications about advice under (a)(7), on any platform. Many firms archive their business accounts entirely, which is simpler than deciding post by post.

Do these rules apply to my personal account?

They can. If the firm has reasonably designed procedures to keep marketing off personal accounts, personal posts generally are not the adviser's advertisements. Without them, a personal post that promotes the firm may be.

Policy, review and archive

Luna's marketing review takes the text of a social post, reviews it against the Marketing Rule before it goes out, and keeps what was submitted and the CCO's decision as the record. The marketing policy template and the electronic communications policy template cover comments, personal accounts and approved channels.