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FINRA updates the Annual Reports Extension of Time Request Policy
Jan. 16, 2026 · Authored by Alan Hartmann
On Dec. 29, 2025, the Financial Industry Regulatory Authority (FINRA) amended the Annual Reports Extension of Time Request Policy. This amendment updates the information required from broker-dealers and their auditors when making extension requests.
About the amendment
SEA Rule 17a-5(d) requires broker-dealers to file their annual reports no later than 60 days after their fiscal year-end, though certain smaller broker-dealers file their annual reports up to 90 calendar days after the date of their fiscal year-end. For broker-dealers that may need additional time to file their annual reports, FINRA has an extension of time policy.
The previous extension policy required the broker-dealer’s auditor to submit a letter with representations regarding the broker-dealer’s compliance with SEA Rules 15c3-1 and 15c3-3, the absence of material weaknesses and that an unqualified audit opinion would be issued. Broker-dealers were finding that, based on the audit work completed at the time of the extension request, in certain cases their auditors were unable to make those representations.
The updated policy moves the responsibility for representing that the broker-dealer is in compliance with SEA Rules 15c3-1 and 15c3-3 and whether any material weaknesses, if applicable, exist from the auditor to the broker-dealer’s Principal Financial Officer. The update policy further clarifies that a material weakness is defined under SEA Rule 17a-5(d)(3)(iii) as being limited to Internal Control over Compliance, such that the term is only applicable to compliance report filers.
The extension request would continue to include a letter from the broker-dealer’s auditor, which would make representations based upon the work completed as of the date of the extension request, whether the auditor agrees with the representations in the broker-dealer’s letter and, if applicable, identifying any representations with which the auditor does not agree. The auditor’s letter would also need to represent whether the auditor has identified any matters that may further delay or prevent the issuance of the auditor’s reports.
FINRA is phasing in the new, updated policy over an interim period so that, for the filing of 2025 annual reports, firms are permitted to make their extension requests pursuant to the new policy or to do so pursuant to the previous policy. FINRA will continue to make the previous policy available on its website.
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