A communication sent only to institutional investors is an institutional communication. Which person is an institutional investor under FINRA Rule 2210?Answer: A person with total assets of at least $50 million. Source: FINRA Rules 2210(a)(4) and 4512(c). Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.1.
A customer's net worth is $1.4 million, of which $600,000 is equity in her primary residence. Does she meet the net worth test for an accredited investor in Rule 501?Answer: No, because the primary residence is not counted as an asset. Source: Securities Act Rule 501(a)(5), 17 CFR 230.501. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
A firm that has been a FINRA member for ten years prints a brochure on a publicly registered oil and gas program for retail investors. What filing does Rule 2210 require?Answer: File it with FINRA within 10 business days of first use. Source: FINRA Rule 2210(c)(3)(B). Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.1.
Show all 50 questions (47 more)
Communications and offerings, continued
A flyer for an equipment leasing program says investors "will earn 9% a year." Which content standard of FINRA Rule 2210 does the statement break?Answer: Communications may not predict or project performance. Source: FINRA Rule 2210(d)(1)(F). Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.1.
A program is sold only within one state under Rule 147. For how long must any resale be made only to residents of that state?Answer: Six months from the issuer's sale of the security. Source: Securities Act Rule 147(e), 17 CFR 230.147. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
A program whose issuer has never filed reports with the SEC is in registration. When must a broker-dealer deliver the preliminary prospectus to a person expected to receive a confirmation?Answer: At least 48 hours before the confirmation is sent. Source: SEA Rule 15c2-8(b), 17 CFR 240.15c2-8. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
A representative emails one sales letter about a real estate program to 20 retail investors within 30 calendar days. How does FINRA Rule 2210 classify the letter?Answer: Correspondence. Source: FINRA Rule 2210(a)(2) and (a)(5). Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.1.
A sponsor sells a private program under Rule 506(b) of Regulation D. How many purchasers who are not accredited investors may buy?Answer: No more than 35 in any 90-calendar-day period. Source: Securities Act Rules 506(b)(2)(i) and 501(e), 17 CFR 230.506. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
An investor buys units in a Rule 506 private placement. What does Rule 502(d) say about reselling them?Answer: They cannot be resold without registration or an exemption. Source: Securities Act Rule 502(d), 17 CFR 230.502. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
An issuer wants to advertise its private offering to the public under Rule 506(c). What condition comes with the general solicitation?Answer: All purchasers are accredited and the issuer takes reasonable steps to verify it. Source: Securities Act Rule 506(c), 17 CFR 230.506. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
Before a member takes part in a public offering of a direct participation program, what must it have reasonable grounds to believe under FINRA Rule 2310(b)(3)?Answer: That all material facts are adequately and accurately disclosed. Source: FINRA Rule 2310(b)(3)(A). Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
By when must an issuer that relies on Regulation D file its notice of sales on Form D?Answer: No later than 15 calendar days after the first sale. Source: Securities Act Rule 503(a), 17 CFR 230.503. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
Under Rule 501 of Regulation D, what individual income makes a natural person an accredited investor?Answer: Over $200,000 in each of the two most recent years. Source: Securities Act Rule 501(a)(6), 17 CFR 230.501. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
What is the most an issuer may raise under Rule 504 of Regulation D?Answer: $10,000,000 in a 12-month period. Source: Securities Act Rule 504(b)(2), 17 CFR 230.504. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
What is the most that may be raised in a 12-month period in a Tier 2 offering under Regulation A?Answer: $75,000,000. Source: Securities Act Rule 251(a), 17 CFR 230.251. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
Which fact shows that an issuer is doing business within its state for an intrastate offering under Rule 147?Answer: At least 80% of its consolidated gross revenues come from the state. Source: Securities Act Rule 147(c)(2), 17 CFR 230.147. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
Which offering does Section 3(a)(11) of the Securities Act exempt from registration?Answer: An issue sold only to residents of the issuer's own state. Source: Securities Act of 1933, section 3(a)(11), 15 U.S.C. 77c. Outline: FINRA Series 22 Content Outline (2020), Function 1, task 1.2.
Accounts and subscriptions 6
A customer names a trusted contact person when opening an account. What may the member do with that person under FINRA Rule 4512?Answer: Contact the person about possible financial exploitation of the customer. Source: FINRA Rule 4512(a)(1)(F) and Supplementary Material .06. Outline: FINRA Series 22 Content Outline (2020), Function 2, task 2.1.
A member opens a new customer account for a program investor. Whose signature must the account record carry under FINRA Rule 4512?Answer: The partner, officer or manager who accepted the account. Source: FINRA Rule 4512(a)(1)(D). Outline: FINRA Series 22 Content Outline (2020), Function 2, task 2.4.
A program is offered on an all-or-none basis. Where must a broker-dealer put subscribers' payments until the contingency is met?Answer: In a separate bank account as agent or trustee, or in a bank escrow. Source: SEA Rule 15c2-4(b), 17 CFR 240.15c2-4. Outline: FINRA Series 22 Content Outline (2020), Function 4, task 4.2.
A registered program is sold with mandatory deferred payments under SEA Rule 3a12-9. How much of the purchase price must the investor pay at the time of sale?Answer: Not less than 50 percent. Source: SEA Rule 3a12-9(a), 17 CFR 240.3a12-9. Outline: FINRA Series 22 Content Outline (2020), Function 4, task 4.1.
At a minimum, what must a broker-dealer's customer identification program obtain from an individual before opening an account?Answer: Name, date of birth, address and an identification number. Source: 31 CFR 1023.220(a)(2)(i). Outline: FINRA Series 22 Content Outline (2020), Function 2, task 2.2.
When must a broker-dealer give a new customer its initial privacy notice under Regulation S-P?Answer: Not later than when the customer relationship is established. Source: Regulation S-P, 17 CFR 248.4(a). Outline: FINRA Series 22 Content Outline (2020), Function 2, task 2.2.
Program types, entities and tax 17
A business development company wants to buy an asset that is not an eligible investment. What share of its total assets must eligible investments make up at that moment?Answer: At least 70 percent. Source: Investment Company Act of 1940, section 55(a), 15 U.S.C. 80a-54. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
A limited partner's share of a program's loss for the year is larger than the adjusted basis of the partner's interest. How much of the loss may the partner take into account?Answer: Only up to the adjusted basis of the partnership interest. Source: IRS Publication 541, Exclusion From Partnership Rules, and Payments resulting in loss. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
A member sells a private placement of program units to individual investors. What does FINRA Rule 5123 require of the member?Answer: File the offering document with FINRA within 15 calendar days of first sale. Source: FINRA Rule 5123(a). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
A real estate limited partnership has net rental income for the year. Who pays the federal income tax on it?Answer: The partners, each on a share of the income. Source: IRS Publication 541, Partnerships, introduction. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
A sponsor offers interests in a trust that holds property for like-kind exchanges. Since 2018, which property qualifies for a Section 1031 exchange?Answer: Real property held for business or investment. Source: IRS, Like-kind exchanges: real estate tax tips. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
An affordable housing program passes tax credits to its investors. How does a credit differ from a deduction?Answer: A credit is subtracted from the tax owed, a deduction from income. Source: IRS, Credits and deductions for individuals. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
An investor materially participates in a rental apartment program but is not a real estate professional. How do the passive activity rules treat the rental?Answer: As a passive activity. Source: IRS Publication 925, Rental Activities. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
An investor's passive activity deductions from her programs are greater than her passive income this year. What happens to the excess?Answer: It is not allowed this year and carries to the next tax year. Source: IRS Publication 925, Passive Activity Limits. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
How does the IRS describe the liability of the members of a limited liability company?Answer: None of the members is personally liable for its debts. Source: IRS Publication 541, Limited liability company (LLC). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
How may the operator of an oil and gas program treat its intangible drilling and development costs?Answer: At its option, as an expense or as a capital cost. Source: 26 CFR 1.612-4(a). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
Under the at-risk rules, for which amounts is a partner at risk in an activity?Answer: Money contributed, and loans the partner is personally liable to repay. Source: IRS Publication 925, At-Risk Amounts. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
Which interest is not a passive activity even when its owner does not materially participate?Answer: An oil or gas working interest held as a general partner. Source: IRS Publication 925, Activities That Aren't Passive Activities. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
Which item from a program can be a preference for the alternative minimum tax?Answer: Excess intangible drilling costs. Source: IRS Instructions for Form 6251, line 2t. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
Which limits must a corporation meet to be an S corporation?Answer: No more than 100 shareholders and only one class of stock. Source: IRS, S corporations. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
Which loan with no personal liability still counts toward an investor's amount at risk?Answer: Qualified nonrecourse financing secured by real property. Source: IRS Publication 925, Nonrecourse financing. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
Which of these is left out of the definition of a direct participation program in FINRA Rule 2310?Answer: A real estate investment trust. Source: FINRA Rule 2310(a)(4). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
Who figures the depletion deduction on the oil and gas wells of a partnership?Answer: Each partner, on the partner's own return. Source: IRS Publication 541, Partnerships, introduction. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.1.
Recommendations and disclosures 10
A customer's account statement shows a per share estimated value for an unlisted program. What must the statement say about the security under FINRA Rule 2231?Answer: That it is not listed on a national securities exchange and is generally illiquid. Source: FINRA Rule 2231(c)(2). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.4.
A member has discretion over a customer's account. What does FINRA Rule 2310 require before it buys a direct participation program in that account?Answer: The customer's prior written approval of the transaction. Source: FINRA Rule 2310(b)(2)(C). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.2.
A member recommends a public program to a customer. What must it have reasonable grounds to believe about the customer under FINRA Rule 2310(b)(2)?Answer: A fair market net worth sufficient to sustain the program's risks. Source: FINRA Rule 2310(b)(2)(B). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.2.
A sponsor offers to reimburse representatives for attending a training meeting on its program. Which condition does FINRA Rule 2310(c) set?Answer: The payment may not cover the expenses of a representative's guests. Source: FINRA Rule 2310(c)(2)(C). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.3.
Above what level is the total compensation paid to members for selling a public program, trail commissions included, presumed unfair?Answer: 10 percent of the gross proceeds of the offering. Source: FINRA Rule 2310(b)(4)(B)(ii). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.3.
Before executing a customer's purchase of an unlisted program, what must the member tell the customer under FINRA Rule 2310(b)(3)(D)?Answer: All pertinent facts about the program's liquidity and marketability. Source: FINRA Rule 2310(b)(3)(D). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.3.
In a public program sponsored by a member's affiliate, organization and offering expenses are presumed unfair above what level?Answer: 15 percent of the gross proceeds of the offering. Source: FINRA Rule 2310(b)(4)(B)(i). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.3.
Which document gives a limited partner the share of the program's income, deductions and credits to report on a tax return?Answer: Schedule K-1 (Form 1065). Source: IRS Publication 541, Partnerships, introduction. Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.4.
Which kind of sales compensation does FINRA Rule 2310 presume unfair in a public program because its amount cannot be determined?Answer: An overriding royalty interest in the program's wells. Source: FINRA Rule 2310(b)(4)(B)(v). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.3.
Which obligation of Regulation Best Interest requires a representative to understand the potential risks, rewards and costs of a recommendation?Answer: The care obligation. Source: Regulation Best Interest, 17 CFR 240.15l-1(a)(2)(ii). Outline: FINRA Series 22 Content Outline (2020), Function 3, task 3.2.
How this list was compiled: Our own questions, written to FINRA's Direct Participation Programs Representative Qualification Examination (Series 22) Content Outline, marked 2020 (https://www.finra.org/sites/default/files/Series_22_Content_Outline.pdf, read 2026-10-14): Function 1 seeks business for the broker-dealer 17 of 50 questions, Function 2 opens accounts 4, Function 3 provides information, makes recommendations and maintains records 27, Function 4 processes and confirms transactions 2. The bank holds 17, 4, 27 and 2. Every fact was read on 2026-10-14 in the public text the question names: FINRA rules on finra.org; Regulation D, Regulation A, Securities Act Rule 147, Exchange Act rules, Regulation S-P, Regulation Best Interest, the Treasury's customer identification rule and 26 CFR 1.612-4 on ecfr.gov; the Securities Act and the Investment Company Act on govinfo.gov; IRS Publications 541 and 925, the Instructions for Form 6251 and three IRS pages on irs.gov. Licence: Questions, choices and explanations are original work of this site.
How it works
The free FINRA Series 22 study guide is FINRA's content outline, on the FINRA page linked below. This page adds 50 practice questions on direct participation programs. Unofficial: not affiliated with or endorsed by FINRA. Not investment or tax advice.
Read the full guide
Four functions, in FINRA's counts
FINRA's outline gives 50 scored questions: 17 on seeking business, 4 on opening accounts, 27 on program information, recommendations and records, and 2 on subscriptions and confirmations. This bank holds exactly those counts.
Rules and tax, by source
Answers cite Regulation D, Regulation A and Rule 147 on offerings, FINRA Rule 2310 on suitability, disclosure and compensation limits, and IRS Publications 541 and 925 on partnership tax, passive losses and amounts at risk.
A full-length run
The timed run asks all 50 with 90 minutes on the clock, the real exam's scored length and time limit.
Check dollar limits against the rule as it reads today: the outline's title for Rule 504 says $5,000,000, and the rule now allows $10,000,000.
Loss limits come in order: the at-risk rules are applied before the passive activity rules.
Questions and answers
Is there a free FINRA Series 22 study guide?
FINRA's Series 22 content outline is a free PDF that lists every task, knowledge item and rule on the exam. This page adds 50 practice questions that name the rule behind each answer, and it is not FINRA's guide.
What is the Series 22 exam?
FINRA's Direct Participation Programs Representative Exam. It tests an entry-level representative on soliciting, buying and selling limited partnerships and similar programs, and FINRA lists it as given since August 1980.
How many questions are on the Series 22 exam?
55 multiple-choice questions in 1 hour and 30 minutes. 50 are scored and 5 are unidentified pretest questions that do not count.
What is the passing score for the Series 22?
70, as FINRA lists it. FINRA places all scores on a common scale by equating, to allow for slight differences in difficulty between sets of questions.
What do you need before taking the Series 22?
The Securities Industry Essentials (SIE) exam is a corequisite: both must be passed to register. A candidate must be associated with and sponsored by a member firm. The exam fee is $100.