SEC Rule 204-2, also called Advisers Act Rule 204-2, is the books and records rule for SEC-registered investment advisers (RIAs).
It lists the financial, client, communications, and compliance records an adviser must keep and sets how they’re stored.
Most records must be kept for five years after the end of the fiscal year of the last entry, with the first two in an appropriate office.
Books and Records Required Under SEC Rule 204-2(a)
Paragraph (a) of Rule 204-2 lists the records every SEC-registered adviser must keep.
Paragraphs (b) and (c) add records for advisers that hold client assets, manage portfolios, or vote proxies.
| Record type | Paragraph | What it covers |
| Financial records and ledgers | (a)(1), (a)(2), (a)(4) to (a)(6) | Journals, ledgers, bank statements, bills, trial balances, and financial statements |
| Order memoranda | (a)(3) | Each order or client instruction, who recommended it, and who placed it |
| Written communications | (a)(7) | Messages about advice, client funds or securities, orders, and performance |
| Discretionary accounts and client agreements | (a)(8) to (a)(10) | Discretionary accounts, powers of attorney, and written agreements |
| Advertising and performance | (a)(11), (a)(15), (a)(16), (a)(19) | Advertisements, testimonial and endorsement records, performance calculations, and intended audience records |
| Code of ethics and personal trading | (a)(12), (a)(13) | The code, violations, acknowledgments, access person reports, and trade approvals |
| Form ADV and brochure delivery | (a)(14) | Brochures, supplements, and Form CRS, with the dates each went to clients |
| Compliance records | (a)(17) | Compliance policies, annual review records, and internal control reports |
| Political contributions | (a)(18) | Covered associates, government clients, contributions, and paid solicitors |
| Customer information safeguards | (a)(25) | Regulation S-P policies, incident records, and notification decisions |
| Custody records | (b) | Transaction journals, client ledgers, confirmations, and securities positions |
| Managed accounts and proxy voting | (c) | Each client’s purchases, sales, and positions, plus proxy policies and votes |
Most of these records live in accounting, trading, and compliance systems. The ones that end up in an email or messaging archive are mainly the written communications in paragraph (a)(7) and the advertisements in paragraph (a)(11).
Email Archiving and Other Written Communications Under SEC Rule 204-2(a)(7)
Paragraph (a)(7) covers written communications an adviser sends or receives about advice or recommendations, client funds or securities, orders to buy or sell, and performance. The rule judges a message by what it says, so the same test applies on every channel. That test decides what email archiving for SEC Rule 204-2 has to capture, and the table shows how it applies by channel.
| Channel | What has to be kept | Paragraph |
| Messages on the four (a)(7) topics, plus newsletters and notices sent to 10 or more people | (a)(7), (a)(11) | |
| Text messages, iMessage, and WhatsApp | Messages on the four topics, including those sent from personal phones used for business | (a)(7) |
| Microsoft Teams, Slack, and other chat | Messages on the four topics | (a)(7) |
| Social media | Posts that promote the firm’s services and direct messages on the four topics | (a)(7), (a)(11) |
| Website | Pages that promote the firm’s services | (a)(11) |
| Phone calls and video meetings | Not required, though written or recorded materials used in an oral ad must be kept | (a)(11) |
Calls are out of scope because paragraph (a)(7) applies only to written communications, but a follow-up email or text about the same trade is in. Unsolicited market letters and similar mass mailings that nobody prepared for the adviser are also excluded.
The device doesn’t change the answer, so a recommendation sent from an adviser’s own phone has to be kept like one sent from the firm’s email. That makes text messages on personal phones one of the harder channels to capture.
Since paragraph (a)(7) depends on topic, some firms try to keep only the messages that qualify. Sorting messages by topic when they’re sent rarely works, so most firms capture email, texts, and chat platforms like Microsoft Teams in full and apply retention rules afterward.
Posts and web pages that promote the firm count as advertisements under the Marketing Rule, so paragraph (a)(11) requires a copy of each version the firm puts out. Because pages change often, firms usually archive their website on a schedule and capture social media as it’s posted.
How Long and Where Advisers Must Keep Records
Under paragraph (e)(1), most records must be kept in an “easily accessible place” for five years from the end of the fiscal year in which the last entry was made. For the first two of those years, they must be in an appropriate office of the adviser.
Some records run on their own clock. For advertisements and performance records, the five years start at the end of the fiscal year the adviser last sent the communication out, as paragraph (e)(3) sets out. The code of ethics and compliance policies are kept for as long as each version is in effect and for five years after.
Organizational documents have a longer rule. Partnership articles, articles of incorporation, charters, and minute books stay in the adviser’s principal office until at least three years after the firm ends, as paragraph (e)(2) requires.
What “appropriate office” means for a cloud archive
The rule was written for paper files, so it doesn’t say how an office applies to records stored online. In a 2009 no-action letter, SEC staff said a record is kept in an appropriate office if the adviser has essentially immediate access to it from a computer at that office.
A cloud archive can meet that test when staff can open any record from the office on demand.
When an adviser closes
The obligation continues after the business ends. Before it stops operating, an adviser must arrange for its records to be preserved for the rest of each retention period, as paragraph (f) requires.
It must also tell the SEC in writing the exact address where they’ll be kept.
Electronic Storage Requirements in Rule 204-2(g)
Paragraph (g) allows records to be kept on electronic storage media if the adviser meets a set of conditions. The table maps each one to what the archive has to do. A separate condition covers scanned paper originals, which must be complete, true, and legible when retrieved.
| Rule 204-2(g) condition | What the archive has to do |
| Arrange and index records so any one can be located, accessed, and retrieved | Index every record and search all channels in one query |
| Promptly provide a legible, true, and complete copy, a printout, and a way to view and print records | Export records in the format they’re stored in, with metadata intact |
| Store a separate duplicate copy for the full retention period | Keep a redundant copy in separate storage |
| Safeguard records from loss, alteration, or destruction and limit access to authorized staff and the SEC | Use role-based access controls and audit logs that show who opened, searched, or exported records |
The rule doesn’t define “promptly,” but the SEC addressed it in its 2001 adopting release. It said a delay of more than 24 hours should happen only in unusual circumstances, and that advisers who can produce a record within a few hours are expected to.
WORM storage and dual registrants
Rule 204-2 doesn’t require WORM (write once, read many) storage.
The SEC considered a WORM requirement in the same 2001 release and decided against it, so any system that meets paragraph (g) can work.
Under paragraph (h), dual registrants can keep records to the SEC Rule 17a-4 standard instead, and those records count under Rule 204-2 when they’re substantially the same.
Rule 204-2 vs. SEC Rule 17a-4 vs. FINRA Rule 4511
Advisers keep records under Advisers Act Rule 204-2, while broker-dealers follow SEC Rule 17a-4 and FINRA Rule 4511. Dual registrants have to meet all three.
| Requirement | Rule 204-2 | SEC Rule 17a-4 | FINRA Rule 4511 |
| Applies to | SEC-registered investment advisers | Broker-dealers | FINRA member firms |
| Communications in scope | Written communications on advice, client funds, orders, and performance | All communications about the business, including internal ones | Records required by FINRA rules, kept to the SEC Rule 17a-4 standard |
| Retention | 5 years for most records, the first 2 in an appropriate office | 3 years for communications and 6 for blotters and ledgers, the first 2 easily accessible | 6 years for FINRA records with no other set period |
| Storage format | Any system that meets paragraph (g) | WORM or an electronic system with a complete audit trail | The SEC Rule 17a-4 format |
Communications are where the rules differ most. A broker-dealer keeps every business message for three years, while an adviser keeps messages on four topics for five.
What the SEC Has Proposed for 2026
The SEC’s 2026 regulatory agenda lists a proposal to amend Rule 204-2 that would address which electronic communications advisers must keep, with a target date of October 2026.
The proposal follows the SEC’s off-channel cases against advisers, which made message capture a central part of RIA compliance requirements. Until a change is adopted, the current rule applies as written.
Separately, an October 2026 crypto custody proposal would add new custody records to the rule.
How Jatheon Supports Rule 204-2 Recordkeeping
Jatheon covers each condition paragraph (g) sets for electronic records:
- Unified Search: Examiners usually ask for a specific set, such as every message with one client over a date range. Unified Search runs one query across email, texts, chat, and social media, so the full set comes back at once.
- Export: A request isn’t met until the examiner has the records. Search results export as production-ready sets, so a complete copy can go out within minutes.
- Retention Tags, global retention, and Expunge: Rule 204-2 periods differ by record type. Global retention sets the firm-wide default, Retention Tags apply other periods to specific records, and Expunge removes records once their period ends.
- Legal Hold: Records tied to an exam, complaint, or dispute can’t be deleted on schedule. Legal Hold overrides retention and Expunge until the hold is lifted.
- Audit Logs: Paragraph (g)(3) asks advisers to limit and safeguard access to their records. Audit Logs record user actions in the archive, including searches and exports, which gives the firm a dated trail to show examiners.
- WORM storage: Firms that also operate as broker-dealers can keep records in WORM storage built for the SEC Rule 17a-4 standard, which also covers Rule 204-2 under paragraph (h).
