FCA financial promotions newsletter: when do rules apply?

What to take away

Where investment or crypto commentary becomes a financial promotion

In the course of business, a financial promotion is communicated as an invitation or inducement to take part in investment activity. That definition is broad. It does not require the words "buy now".

A newsletter that calls a small-cap undervalued, or says a token has a catalyst next week, is doing the same work as an advert. Format does not save you. Purpose and effect decide.

The legal question is whether, in the course of business, the communication amounts to an invitation or inducement to engage in investment activity. Tone, specificity, commercial context and the communication as a whole can all matter; calling something background does not settle the question.

General market commentary and education, such as explaining how gilts work, what a spread is, or how stamp duty applies to share purchases, may be less likely to be a promotion. The substance and context still matter.

The risk rises when you name a specific product and attach a view to it. "The FTSE looks cheap" is commentary. "Buy this FTSE tracker before the next Bank of England meeting" is a promotion.

UK newsletter writers often assume that because they are not regulated by the FCA, the rules do not apply. That is backwards. The restriction is on communicating the promotion, not on being authorised. An unauthorised person can still commit an offence by issuing a financial promotion unless an exemption applies or an authorised person has approved it under the relevant route.

Your audience matters too. A paid newsletter aimed at retail readers in Greater London, the North West or Wales is treated differently from a note circulated to a handful of professional investors. The wider and less sophisticated the readership, the more the FCA expects of the person communicating.

The FCA rules and exemptions that can catch a paid UK newsletter

The statutory restriction is section 21 of the Financial Services and Markets Act 2000 (FSMA). In the course of business, a person must not communicate an invitation or inducement to engage in investment activity unless the person is authorised, an authorised person has approved the communication under section 21(2)(b), or an exemption applies. The exemptions are set out principally in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order). A breach can be a criminal offence under FSMA section 25.

For FCA-authorised firms within its scope, the FCA Handbook's Conduct of Business sourcebook, COBS 4, sets out financial-promotion rules. COBS 4.2.1R requires communications and financial promotions to be fair, clear and not misleading. FCA Handbook PERG 8 gives perimeter guidance on financial promotions and related activities; it can help explain the boundary but is not a substitute for advice.

The Financial Promotion Order's Article 20 journalists' exemption may be relevant to independent journalism. It is a technical exemption with detailed conditions; being a journalist, publishing a newsletter or charging a subscription does not by itself establish that it applies. Check the statutory wording against the communication and your arrangements before relying on it.

Editorial independence, commercial arrangements and the purpose of the communication can all matter. Sponsored or affiliate material should not be assumed to qualify for the journalists' exemption, and each communication needs to be considered on its own facts.

Other exemptions include investment professionals under Article 19 of the Financial Promotion Order, certified high net worth individuals under Article 48, and self-certified sophisticated investors under Article 50A. Articles 48 and 50A have prescribed declaration requirements and other conditions; Article 19 has its own criteria. None is a general exemption for a mass retail newsletter.

The financial promotion rules also interact with the CAP Code when your newsletter carries sponsored content. The advertising codes set out how marketing communications must be identified, and those rules apply alongside the FCA regime when money changes hands.

Exemptions are not a permanent status. They apply to a communication, not to a person. A single issue can contain an exempt news item and a non-exempt call to action. This is why the FCA gate matters for a paid newsletter: it is where your revenue model meets a criminal offence provision.

When a paywall turns commentary into a regulated communication

A paywall by itself does not make you a promoter. Charging for analysis is not the same as urging a purchase. But the paywall changes the commercial context, and that context feeds into how the FCA and a court would read your words.

Free newsletters often rely on advertising and reach. Paid newsletters rely on the promise that the content is worth money. If that promise is "here is what to buy", the paywall becomes evidence of a commercial inducement. If the promise is "here is what happened and why", the paywall is just a subscription.

The practical trigger is the call to action. A paid issue that says "I am adding this name to my model portfolio" is closer to a promotion than one that says "this name reported results last week". The first implies a decision readers can copy. The second reports.

Price and positioning matter. A newsletter marketed as a way to beat the market, sold at a premium, and full of named positions may attract more scrutiny than a general business briefing. For firms within its scope, COBS 4.2.1R requires the communication to be fair, clear and not misleading; the overall impression matters, not just isolated sentences.

If your paid tier includes a model portfolio, a watchlist with entry levels, or alerts when you trade, treat those features as higher-risk indicators. They may be read as inducements, depending on the content and context.

A disclosure line does not cure a breach, though it helps with the ASA and with reader trust. The wider question of who should review each claim is worth settling before you launch the tier.

How sponsorship and affiliate deals change the FCA position

Sponsorship can make commentary look more like advertising. If a token issuer pays for a section of your newsletter, or an affiliate link pays when readers open an account, the commercial relationship is relevant to whether the communication is an invitation or inducement. Payment alone does not decide the FCA question, and the CAP Code's advertising-identification requirements may also apply.

The CAP Code requires that marketing communications are recognisable as such. The ASA's guidance on recognition of marketing communications explains that advertorial content must be obviously identifiable, with the commercial intent clear before the reader engages with the claims.

A small "sponsored" label at the bottom of a long read is not enough.

Affiliate links are a risk to assess. A link that pays commission when a reader signs up to a trading platform can be a significant inducement signal, even if the surrounding text is neutral; its effect depends on the communication as a whole. If you write positively about the platform in the same issue, the combination increases the risk that the communication will be treated as a promotion.

The fix is separation: keep affiliate links out of editorial commentary, or disclose them prominently and avoid advice around them.

Sponsorship also changes who is involved. The advertiser may be authorised and may approve the content, but authorisation alone is not approval under section 21, and approval does not remove your responsibility for your own publication. A sponsored newsletter message is advertising, and readers need to be able to tell that before they read the claim.

Paid partnerships with platforms that offer crypto derivatives or high-risk investments deserve extra care. The promotion and distribution of some products to retail consumers are restricted, and the applicable rules depend on the product and audience. If a sponsorship deal requires you to promote a restricted product, the deal is the problem.

Crypto assets, tokens and the boundary with general news

Crypto promotions have a specific UK extension. The Financial Services and Markets Act 2000 (Financial Promotion) (Amendment) Order 2023 brought qualifying cryptoassets within the financial promotion regime, and the FCA explains its rules in Policy Statement PS23/6, Financial promotion rules for cryptoassets. A newsletter that urges readers to buy a qualifying token may therefore be issuing a financial promotion; not every cryptoasset or every news mention automatically falls within the regime.

General news is different. Reporting that Bitcoin fell after a regulatory announcement, or explaining what a blockchain is, is not an inducement. The boundary is the same as elsewhere: are you giving readers a reason to transact, or helping them understand something?

The riskiest formats are price predictions, next 100x lists, and token reviews with a score. These can read as recommendations and may amount to inducements. So can threads that compare tokens and conclude one is the best buy. If you charge for that content, the commercial element can strengthen the case that it is a promotion.

Airdrops and referral schemes add another layer. Telling readers how to claim an airdrop is usually education. Telling them to claim it because the token will rise is a promotion. The same words can fall on either side depending on the reason you give.

If you cover crypto, keep a clear separation between news, education and opinion. Label opinion as opinion. Avoid target prices. Do not accept payment for a token mention without disclosure and, ideally, without editorial control. The crypto commentary newsletter that survives scrutiny is the one that reads like a newspaper, not a tip sheet.

What a newsletter creator should document before publishing

Documentation is your defence. If the FCA or the ASA asks why a claim appeared, you need to show how it was produced, who checked it and what you disclosed. Memory is not a record.

Use a checklist for every issue that touches a named investment or token:

Keep a relationship register that lists every commercial relationship you have: sponsors, affiliates, platforms, token projects and any personal holdings in names you cover.

This is the single most useful document for a writer. It lets you see conflicts before they reach the page, and it supports the disclosure you publish. A relationship register also makes the annual review quick rather than painful.

Your disclosure policy should say, in plain English, what you accept money for, how you label it, and what you will not do. Publish it. Link it from every issue. Readers forgive commercial relationships that are declared; they do not forgive ones they discover later.

If you sell advertising space to regulated firms, check whether the advert itself needs approval. Under section 21(2)(b) FSMA, an authorised person may approve a financial promotion by an unauthorised person. An authorised firm approving promotions for others generally needs the FCA's permission to do so under section 55NA, subject to any applicable exception. Ask for written confirmation of the approval and keep the approved copy and approval record. Do not let a sponsor send copy and assume the compliance box is ticked.

Who reviews each claim, and when to take advice

Most solo newsletter writers are the reporter, the editor and the publisher. That is fine for general commentary. It is not fine for content that could be a financial promotion. At that point you need a second pair of eyes, and possibly a lawyer.

Start with a simple split. News and education can be reviewed by you. Anything that names a product with a view, or that carries a sponsor, needs a review by someone who understands the FCA rules. That could be a compliance consultant, a solicitor with financial services experience, or an authorised firm that approves promotions. Before relying on an authorised firm's approval, check the FCA Financial Services Register for its status and relevant permissions, including permission to approve financial promotions where applicable.

Use the ASA's advice services to check the advertising side. Copy Advice gives confidential guidance on whether a specific marketing communication is likely to break the CAP Code, and it is free. For a paid newsletter that mixes editorial and sponsorship, that is a useful pre-publication check.

The wider compliance route for a paid newsletter also includes PECR and UK GDPR, which govern how you collect and use subscriber emails. The ASA's advice for businesses sets out how the advertising rules sit alongside those data obligations.

That guidance is a sensible starting point when you map the route from sign-up to paywall to sponsored issue. Take formal legal advice when you plan to launch a paid tier with a model portfolio, when you sign a sponsorship deal for a restricted product, or when a reader complains that your commentary caused a loss.

Those are the moments when the cost of advice is smaller than the cost of getting it wrong. For everything else, document your reasoning and keep publishing.

Common questions