The SEC marketing rule for small RIAs: reviews, testimonials and ratings

Yes, a small RIA can use client reviews, testimonials and “top advisor” awards, if it’s registered with the SEC and puts the right disclosures right next to them. The SEC’s marketing rule, Rule 206(4)-1, has allowed this since its compliance date of November 4, 2022. A testimonial must say the person is a client, whether they were paid, and any conflict. An award must show its date, who gave it and whether you paid. Many small firms are registered with their state instead, and the SEC rule doesn’t apply to them directly. The stakes are real: in September 2024 the SEC fined nine advisers a combined $1.24 million, mostly over awards and claims they couldn’t back up.

This guide answers the questions small firms ask most, in order. For how reviews fit with other trust signals, see Trust signals that win prospects.

Does the rule apply to my firm?

The rule covers investment advisers “registered or required to be registered” with the SEC. Firms managing less than about $100 million generally register with their state instead, and many fee-only planning firms, especially advice-only ones, fall in that group.

State-registered firms follow their state’s advertising rules. Many states long restricted testimonials. On May 4, 2026, NASAA, the association of state securities regulators, approved amendments to its model rules that give states “a framework” to let state-registered advisers use testimonials and endorsements “within specified guardrails.” A model rule isn’t law until each state adopts it, so check your own state’s current rule before you post a single review.

What counts as a testimonial, an endorsement or a rating?

The rule sorts outside praise into three kinds:

All three only matter once they’re in your advertising or you pay for them. Your website is advertising when it offers your services. A paid testimonial or endorsement counts as your advertisement wherever it appears.

What do I have to disclose, and where?

For any testimonial or endorsement in your advertising, the rule requires you to disclose, clearly and prominently:

• whether the person is a current client or not,
• whether they were paid, in cash or otherwise, and
• a brief statement of any material conflict of interest.

If they were paid, you also disclose the material terms of the pay and a fuller description of the conflicts.

“Clearly and prominently” has a specific meaning. The SEC said in adopting the rule that the disclosure must be within the testimonial itself and “at least as prominent” as it, and that a hyperlink doesn’t qualify. In its December 16, 2025 risk alert, examiners flagged hyperlinked disclosures, disclosures in smaller or lighter type than the review, and reviews copied from third-party sites without saying the reviewer was a client.

A workable line under each review: “Current client. Not paid for this review. No material conflicts.” Change it to match the facts, and keep it the same size as the review.

What changes if I pay for a review or referral?

Pay includes non-cash pay: gift cards, discounts, a dinner, a fee waiver. Once you pay, three more conditions apply on top of the disclosures:

1. A reasonable basis for believing the testimonial or endorsement complies with the rule.
2. A written agreement describing what the person does and how they’re paid.
3. A disqualification check. You can’t pay someone you know, or should know, is an “ineligible person” because of certain regulatory actions.

Small payments get relief, but only partly. If you pay a person $1,000 or less in total over the past 12 months, you skip the written agreement and the disqualification check. You never skip the disclosures. Examiners in December 2025 found firms that treated each payment under $1,000 as exempt when the 12-month total was over it, and refer-a-friend programs that firms hadn’t recognized as paid endorsements. They also found advisers giving clients gift cards to write reviews on third-party sites. For the rules on paid referral services, see What the SEC’s Zoe Financial order means.

Can I advertise an award or ranking?

Yes, with two conditions from paragraph (c) of the rule:

• Due diligence. You need a reasonable basis to believe any questionnaire or survey behind the rating made it “equally easy” to give favorable and unfavorable answers and wasn’t designed to produce a set result. Examiners in 2025 saw firms meet this by reading the published methodology, getting the survey itself, or getting representations from the rating company.
• Disclosures, clearly and prominently: the date the rating was given and the period it covers, who created it, and whether you paid anything in connection with getting or using it.

Paying “in connection with” a rating covers more than an entry fee. The December 2025 alert lists payments for logo use and reprints, for priority placement, and for referrals through the rating company’s site. The April 2024 alert flagged ratings that implied a firm was the sole winner when there were many, and ratings based mainly on assets or client counts shown without saying so.

What the SEC fined firms for

The September 2024 sweep shows where small firms get caught.

Two firms published untrue statements about ratings, one claimed membership in an organization that didn’t exist, and one used two “testimonials” from people who weren’t current clients, plus endorsements that didn’t say the endorser was paid. Most of the problems were simple to avoid: a date, a source, a claim you can prove.

What does the SEC’s FAQ say about reviews?

Very little. The SEC staff’s marketing FAQ, last updated January 15, 2026, is mostly about performance figures. Its one question on testimonials, posted that day, covers paying a promoter who is subject to a self-regulatory organization’s final order: staff won’t recommend enforcement if that order didn’t bar or suspend the person, the person is complying with it, and every advertisement with their testimonial or endorsement discloses the order for 10 years.

For everyday questions about reviews and awards, the two exam risk alerts are the better guide. April 17, 2024 covers the general prohibitions, policies and records. December 16, 2025 covers testimonials, endorsements and ratings.

What records and filings do I need?

• Form ADV Part 1A, Item 5.L asks what your advertisements contain. The April 2024 alert found firms that answered “no” on third-party ratings while their websites showed them.
• Books and records (Rule 204-2). Keep a copy of each advertisement, including social media posts, any questionnaire you completed for a rating, written agreements with paid promoters, and documents showing your reasonable basis.
• Written policies. Examiners found policies that didn’t cover websites and social media, or that existed on paper and weren’t followed.

A short checklist

1. Confirm whether you’re SEC- or state-registered, and which rule applies.
2. Put the client, paid and conflict disclosures inside each review, at the same size.
3. Total every payment to each promoter over 12 months, gift cards included.
4. Sign written agreements with anyone paid more than $1,000 in that period.
5. For each award: keep the methodology, add the date, period, provider and any payment beside the logo.
6. Remove any claim you can’t prove today, including “conflict-free.”
7. Check Item 5.L against your website.

For Google specifically, see Can financial advisors use Google reviews? and the reviews section of Google Business Profile for financial advisors. For press logos, see Showing press mentions under the marketing rule.

Where Wellspent fits

Reviews and awards are worth the paperwork: in Kitces’ 2026 study, firms that showed reviews on their site spent $0.13 of marketing per $1 of new revenue, against $0.86 for firms doing the bare minimum. A Wellspent record does a different job. It states your fees, specialties and the clients you serve in plain facts, with your SEC registration checked against your CRD, in the public graph AI assistants and search read. Membership is $89 a month and includes introductions from prospects with no lead fees, a monthly report on who AI assistants recommend, and quarterly press placement with media partners. Wellspent doesn’t collect or display client reviews. See How it works.