Outside business activity rules for registered reps who want to earn referral fees

The short answer: get written clearance from your firm before the first introduction

If you hold a FINRA registration through a broker-dealer, treat a paid referral relationship with SourceX as an outside activity your firm must hear about before you start. The rules in force today, Rule 3270 (Outside Business Activities) and Rule 3280 (Private Securities Transactions), turn on telling your firm before you take on paid outside work, and your firm then decides whether to allow it and on what conditions. A replacement rule has been approved but is not yet effective, so the details are changing; the safe sequence is not.

The practical deliverable is a one-page notice to compliance that says who pays you, for what, and how you will keep the activity separate from firm business, filed and acknowledged before you contact a single company.

What the rules say right now

• Rule 3290 is approved but not yet effective. FINRA reported that the SEC approved new FINRA Rule 3290 (Outside Activities) on September 15, 2026. It replaces Rules 3270 and 3280 and eliminates reporting of non-investment-related activities. FINRA will announce the effective date in a Regulatory Notice; until then, Rules 3270 and 3280 apply.
• Do not assume the new rule takes referrals out of scope. Whether a data licensing referral counts as investment-related under Rule 3290 is a judgment your firm will make, and your firm's written supervisory procedures can require more than the FINRA minimum.
• Rule 2040 governs payments from FINRA members. FINRA Rule 2040 bars members and their associated persons from paying compensation to an unregistered person if that person would need to register as a broker-dealer to receive it, and expects a reasonable, documented basis for concluding registration is not required. It does not govern SourceX's payments to you, but it matters if you plan to share a reward with a colleague or an outside party.
• Keeping your registration keeps your firm's policies in play. Industry commentary on the M&A broker exemption makes the point for bankers: individuals who keep a FINRA registration remain subject to FINRA rules and their broker-dealer's policies, including the outside activity rules.

Why a data licensing referral is not a securities deal, and why that does not end the question

A SourceX introduction connects a company that wants to license its operating records with a platform that manages the license. No securities change hands, no capital is raised and no ownership transfers: the company keeps its data and its equity and receives a one-time license payment.

That distinction is real, but it is not a safe harbor, so do not lean on it.

• The statutory M&A broker exemption in Exchange Act Section 15(b)(13) concerns brokers effecting securities transactions in connection with the transfer of ownership of an eligible privately held company. It does not address data licensing introductions and does not cover them.
• The SEC's 2020 proposal for a limited finder exemption was, according to the SEC's own July 2025 meeting notice, proposed but not finalized. There is no finder exemption to rely on.
• Whatever the activity's securities character, your firm classifies it under its own procedures.

How it applies to common banker situations

The clearance sequence

1. Read your firm's outside activity policy and find the form it uses for notices.
2. Describe the activity plainly: introducing US companies with 50+ full-time employees at peak (contractors excluded) to SourceX, which manages the licensing of their operating records to AI developers; you make introductions only and never handle data.
3. Describe the compensation: 25% of the eligible platform fees SourceX collects from the referred company's licensing deals, capped at $100,000 per referred company, paid only after the buyer pays and SourceX receives its fee. Attach the program terms.
4. State how you will keep it separate: time outside firm hours, no firm email or systems, no firm client lists without approval.
5. Wait for a written response and record any conditions, such as excluding current clients.
6. Disclose to each company you introduce that you may receive a reward.
7. Revisit the notice when Rule 3290 takes effect, when your role changes or when you move firms.

What to keep in your clearance file

A short file makes the next review faster, whether that is an annual compliance attestation, a branch inspection or the switch to Rule 3290.

Update the log each time you make an introduction, and keep the firm's response with it.

Disclosure to the company you introduce

Compliance clearance covers your firm; disclosure covers the company. Tell the owner in the first message that SourceX may pay you a referral reward from its own fee, that the reward never reduces what the company receives, and that your firm has cleared the activity. If the company is or was a firm client, use whatever wording compliance requires.

The guide to warm introduction etiquette has a fuller rule set for that first message, and the playbook for M&A advisors covers how a license can sit alongside a sale process.

Questions to ask your compliance team

1. Do you treat a referral relationship with a data licensing platform as an outside business activity under our current procedures?
2. Will that change when Rule 3290 takes effect, and how will you tell us?
3. May I introduce current or former firm clients, or only personal contacts?
4. Would you rather the relationship be held at firm level?
5. Can the reward be paid to my personal entity, and what records do you need?
6. Does our errors and omissions coverage respond to anything arising from an outside referral? The guide on referral liability and E&O cover lists what to ask.

For a line-by-line notice checklist, see the guide to Rule 3270 notices for referral income.

This is general information, not legal, tax or financial advice. Confirm with your own counsel, tax adviser or professional body before acting.

Next step

Send the notice before you approach anyone. Once your firm clears the activity in writing, register as a partner and start with personal contacts that clearly meet the who qualifies baseline.