What the SEC Marketing Rule Actually Requires for Client Testimonials and Google Reviews

For decades, the SEC effectively prohibited investment adviser testimonials through Rule 206(4)-1(a)(1). That changed on November 4, 2022, when the reformed Marketing Rule took effect. The new framework permits testimonials but requires specific safeguards.

What qualifies as a testimonial under the rule: Any statement by a current client or investor about their experience with the adviser or the adviser's services. This explicitly includes online reviews when you solicit them, feature them on your website, or incorporate them into advertising materials.

The core disclosure requirements:

• Whether the person giving the testimonial is a current client
• Whether they received compensation (cash or non-cash)
• Any material conflicts of interest
• A statement that the testimonial may not be representative of other clients' experiences

The rule distinguishes between testimonials (client experience) and endorsements (non-client recommendations). Both are now permitted, both require disclosures, but the specific requirements differ slightly. Google reviews from clients fall squarely in the testimonial category.

Critical note: This content addresses SEC-registered advisers. State-registered advisers should verify their state securities board's testimonial rules, as not all states have adopted identical frameworks. This is educational information, not compliance advice — verify current requirements with your compliance counsel.

Google reviews create a compliance gray area that many advisory firms navigate poorly. The SEC has clarified that online reviews can constitute testimonials — but the treatment depends on your involvement.

Passive vs. active involvement matters:

• Unsolicited reviews: If clients leave Google reviews without any prompting from you, and you don't feature them in marketing, the compliance burden is lower
• Solicited reviews: If you ask clients to leave reviews (via email, in-person, or through automated systems), those reviews become testimonials requiring the full disclosure framework
• Featured reviews: If you embed Google reviews on your website or quote them in marketing materials, they're advertising materials subject to all Marketing Rule requirements

Practical implications for your GBP strategy: You can still build a strong Google Business Profile presence, but your review solicitation process needs compliance oversight. Many firms add disclosure language to review request emails and maintain documentation of their review collection procedures.

The challenge: Google's review display doesn't accommodate your disclosures. services include maintaining disclosure documentation, adding testimonial disclosure pages to your website, and ensuring any reviews featured in your own materials include required language. Your compliance officer should approve your review solicitation templates before implementation.

The Marketing Rule requires disclosures but doesn't prescribe exact language. Your compliance procedures need to address each required element while remaining practical for digital marketing.

Disclosure checklist for each testimonial:

1. Client status: Clearly indicate whether the person is a current client of the firm
2. Compensation disclosure: State whether any compensation was provided — including non-cash benefits like reduced fees or gifts
3. Conflict disclosure: Identify any material conflicts of interest (e.g., family relationships, business arrangements)
4. Representativeness statement: Note that the experience may not reflect all clients' experiences and is not a guarantee of future results

Placement options that work:

• Adjacent disclosure: Place disclosures directly next to the testimonial on your website
• Linked disclosure: Use a clearly labeled link to a disclosure page (ensure the link is prominent and the language is clear)
• Testimonial page disclosure: Create a dedicated page explaining your testimonial policies with specific disclosures for each featured review

For video testimonials, disclosures can appear in on-screen text or be stated verbally. Audio requires verbal disclosure. Written materials should include disclosures in readable font sizes — burying them in tiny footer text risks examiner scrutiny.

The Marketing Rule imposes heightened requirements when testimonials reach retail investors — which includes most individual clients of financial advisory firms.

The promoter oversight requirement: If you compensate anyone for testimonials or endorsements (including reduced fees, gifts, or referral payments), and those testimonials reach retail investors, you must:

• Enter into a written agreement with the promoter describing the scope of activities and compensation
• Have a reasonable basis to believe the promoter complies with the agreement
• Receive written acknowledgment of required disclosures from the promoter

What this means for common scenarios:

Paying for video production where a client appears? If they receive any benefit for participating, the promoter requirements may apply. Offering a discount to clients who refer others and provide testimonials? Written agreement required.

The good news: unsolicited, uncompensated reviews from clients don't trigger these enhanced requirements. The burden increases when compensation enters the picture.

Documentation matters: Maintain records of your written agreements, compensation provided, and the disclosures delivered. SEC examiners reviewing your marketing compliance will want to see this documentation. Many firms build testimonial tracking into their compliance management systems.

If your firm is registered with state securities regulators rather than the SEC, the federal Marketing Rule doesn't directly apply. However, your state's rules — and how they interpret testimonials — become critical.

The current landscape: Many states have adopted rules similar to the SEC Marketing Rule framework or are in the process of updating their advertising rules. However, adoption isn't uniform. Some states still maintain stricter testimonial prohibitions or impose additional requirements.

Common state-level variations:

• Some states require pre-approval of testimonial content by compliance personnel
• Certain states mandate specific disclaimer language rather than permitting flexibility
• A few states maintain blanket prohibitions on certain testimonial types
• State examination focus areas may emphasize different compliance elements

Practical guidance: Before implementing any testimonial or review strategy, state-registered firms should confirm current requirements with their state securities board and compliance counsel. NASAA (North American Securities Administrators Association) has issued model rules, but state adoption varies.

This guidance reflects general principles as of publication — state rules change, and your specific situation requires direct verification with applicable regulators and qualified compliance professionals.

Compliant testimonial use requires documented procedures — both for your own protection and to satisfy examiner expectations. Your policies should address the full lifecycle from collection to publication.

Elements your procedures should cover:

1. Approval workflow: Who reviews and approves testimonials before use? What criteria do they apply?
2. Disclosure templates: Pre-approved disclosure language for different testimonial formats (website, video, print)
3. Review solicitation process: If you ask for Google reviews, what does that communication look like? Who approves the template?
4. Compensation tracking: How do you document whether testimonial providers received any compensation or benefits?
5. Record retention: Where do you maintain testimonial records, and for how long?

Integration with your SEO strategy: Your SEO for financial advisors including compliant review strategies should work within this compliance framework. Review acquisition campaigns need compliance approval. Website testimonial pages need proper disclosures. Video testimonials need documented consent and disclosure delivery.

The firms that build search visibility successfully treat compliance as a framework to work within, not an obstacle to work around. Your compliance and marketing teams should coordinate on testimonial strategy before implementation — not after an examiner flags an issue.