FINRA vs. the SEC: What's the Difference?

FINRA vs. the SEC: An Overview

With all the financial organizations out there, knowing what they all do can be as complicated as knowing where to invest. The Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA)—formerly, the National Association of Securities Dealers (NASD)—are two of the most important regulatory bodies in the U.S. financial system, but they have very different scopes and purposes.

FINRA

Although it has regulatory powers, FINRA is not part of the government. It is a not-for-profit entity and the largest self-regulatory organization (SRO) in the securities industry within the U.S.

An SRO is a membership-based organization that creates and enforces rules for members based on federal laws. FINRA is on the front line in licensing and regulating broker-dealers. FINRA handles the testing that securities professionals have to pass to sell securities, such as Series 7. The SEC oversees FINRA.

FINRA lays out the rules that govern brokers, overseeing over 624,000 brokers and employing 3,600 people across the U.S.

The SEC

The primary mission of the SEC is to protect investors and maintain the integrity of the securities market—both formal exchanges and over-the-counter (OTC). The SEC rose out of the ashes of the great stock market crash of 1929. 

After the crash and the ensuing Great Depression, public confidence in the stock market fell to an all-time low. As a result, Congress passed the Securities Act of 1933 and the Securities Exchange Act of 1934.

These acts were designed to restore investor confidence through two main principles:

1. Companies offering securities to the public must be truthful and transparent about their businesses and the risks involved in investing.
2. Companies that sell and trade securities (brokers, dealers, and exchanges) must treat all investors fairly and honestly.

When these securities laws were passed, the SEC was established to enforce them. Their focus was, and remains, to promote stability in the markets and, most importantly, to protect investors. The SEC includes 11 regional offices and six divisions.

The SEC can bring civil actions against lawbreakers and can work with the Justice Department on criminal cases. Civil actions by the SEC include civil money penalties and injunctions. The SEC can also pursue court orders that suspend individuals from being officers or directors and bring administrative proceedings, such as cease-and-desist orders and imposing bars or suspensions of employment. 

Key Differences

The SEC has a wider scope as it oversees all aspects of the financial and business environment as opposed to the limited scope that FINRA has. The SEC oversees corporate finance, economic and risk analysis, enforcement, examinations, investment management, and trading and markets. The SEC is responsible for ensuring fairness for the individual investor.

FINRA is responsible for overseeing virtually all U.S. stockbrokers and brokerage firms and providing avenues and legal certifications for those individuals to appropriately operate in their specific marketplaces.

In addition, the bulk of corporate filings that companies are required to file are directly with the SEC, such as 10-K and 10-Q filings as well as a multitude of other filings related to corporate actions.

Furthermore, the power of FINRA is extended by the SEC. Congress created the SEC and the SEC's jurisdiction includes FINRA. The SEC also acts as the first level of appeal for actions brought by FINRA. 

The Bottom Line

The Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) are key regulatory bodies in the U.S. financial system, each serving distinct roles. The SEC, a government entity established after the 1929 stock market crash, aims to protect investors and uphold market integrity by enforcing federal securities laws, overseeing corporate disclosures, and prosecuting violations.

FINRA is a non-governmental organization overseen by the SEC that focuses on regulating and licensing brokers and brokerage firms to safeguard investors at the transactional level. While the SEC has broad regulatory powers across the financial markets, FINRA's scope is narrower, concentrating on broker-dealer compliance and investor protections within securities trading.