Answers

What is an outside business activity?

An outside business activity is any work, role or business interest you pursue outside your primary employer or firm, especially one that pays you, such as consulting, a board seat, a side business or a referral partnership. In financial services the term has a regulatory meaning, and registered professionals generally must notify their firm in writing, and often get approval, before starting one. Many other employers use the same idea in their moonlighting and conflict-of-interest policies.

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The short answer, explained

The phrase is most closely associated with the securities industry, where it is often shortened to OBA. Broker-dealers supervise the people registered with them, and they need to know about anything those people do for compensation outside the firm. The reason is practical: an outside role can create conflicts of interest, confuse clients about who they are dealing with, or become a channel for activity the firm cannot supervise.

In general terms, FINRA rules require a registered person to give their member firm prior written notice before engaging in an outside business activity for compensation, and the firm evaluates whether to allow it, restrict it or prohibit it. FINRA has been reviewing and updating its approach to outside activities, so the current requirements should always be confirmed with your firm's compliance department. Investment adviser representatives usually face similar expectations through their firm's compliance manual and fiduciary obligations, including disclosure of material conflicts.

Outside finance, the same idea appears under other names: moonlighting policies, secondary employment rules, conflict-of-interest disclosures and board-service approvals.

What usually counts as an outside business activity

Firms define the term broadly, and when in doubt the safer assumption is that an activity counts. Common examples include the following.

  • Paid consulting, advising or fractional executive work for another company.
  • Serving on a board of directors or advisory board, paid or sometimes even unpaid.
  • Owning or operating a side business, including a holding company or rental business.
  • Earning referral fees or commissions from a third party, including a referral partner program.
  • Teaching, speaking, writing or creating content for compensation.
  • Holding a role with a nonprofit or association, depending on the firm's policy.

Outside business activity disclosure: the it-depends factors

How disclosure works depends on your role, your registrations and your firm. Some firms want a short form and a manager's sign-off; others require a detailed description, an estimate of hours and compensation, and annual re-certification. Some prohibit specific categories outright, such as any activity involving the firm's clients or any compensation from product sponsors. Others approve with conditions, for example no use of firm time, systems or client data, and no mention of the firm in the outside activity.

Who your outside activity touches matters too. A referral relationship that involves your firm's clients deserves extra scrutiny, because clients may assume your recommendation carries the firm's endorsement. Activities involving securities or investment advice outside the firm raise separate and stricter issues and are a different matter entirely. And employees outside regulated industries are not off the hook: their handbook, offer letter or non-solicit agreement may impose their own approval requirements. This page is general information, not legal or compliance advice; ask your compliance department, manager or attorney about your situation.

How Random Income fits the outside business activity process

For professionals who are registered or employed, a Random Income partnership is typically something to submit as an outside business activity before referring anyone. Strategic Partners are 1099 independent contractors, never employees, who introduce businesses to business technology and marketing services. The offers are not securities, not investment advice and not insurance products, and they should never be presented as part of the firm's services.

When you describe the arrangement to compliance, be plain: you would introduce business owners to a third-party technology or consulting provider, the provider handles the sale and delivery, and you would receive a commission if the client buys. Commission on stack products is a percentage of retail calculated on redline, 20% when the client buys fully online untouched and 12% when an in-house rep works the deal, and Random Income issues a 1099-NEC. Then wait for written approval. Our page for financial advisors goes deeper on firm approval, client conversations and when an advisor should not participate.

Common mistakes with outside activities

The most serious mistake is starting first and asking later. Approval that arrives after the activity began does not erase the period when it was undisclosed. The second is under-describing the activity, calling a commission arrangement a hobby or leaving out that clients of the firm may be involved. The third is assuming an unpaid role does not count; many firms want to know about board seats and advisory roles regardless of pay.

Other mistakes are practical. Using a firm email address, firm devices or the firm's client list for an outside activity is a common reason approvals are revoked. Forgetting to update the disclosure when the activity changes, such as a new partner program or a larger time commitment, is another. And keeping no records makes an otherwise clean history hard to prove.

How to describe an activity to your compliance team

Compliance reviewers approve clear requests faster than vague ones. Describe what you would do in a few plain sentences: who you would work with, what you would provide, how you would be paid and how much time it would take. Say whether any of the firm's clients could be involved and how you would keep the activity separate from your role. Mention that you would not use firm time, email, devices or data.

Then ask the specific questions that matter: whether the activity is permitted, what conditions apply, what disclosure clients should receive, and how often you must re-certify. Keep the approval and any conditions in writing, and diary a reminder to update the disclosure if the activity changes. A short, honest description at the start is far easier than explaining an undisclosed activity later.

FAQ

Frequently asked questions

What is an outside business activity?

An outside business activity is work or a business interest you pursue outside your primary firm or employer, usually for compensation, such as consulting, a board seat, a side business or earning referral commissions. In financial services, registered professionals generally must give their firm written notice, and often get approval, before starting one. Many employers apply similar rules.

Do I have to disclose an outside business activity?

If you are registered with a broker-dealer, generally yes, before you begin and in writing. Investment adviser representatives and many employees in other industries face similar requirements through compliance manuals and moonlighting policies. Rules and firm procedures vary, so check with your compliance department or manager before you start, and keep the written approval on file.

Is a referral partnership an outside business activity?

For most registered and employed professionals, it should be treated as one, because you would receive compensation from a third party for introductions. Describe it to your firm plainly, including whether any firm clients could be involved, and wait for written approval. At Random Income, Strategic Partners are 1099 independent contractors who refer business services, never securities or insurance products.

Can my firm deny an outside business activity?

Yes. Firms can approve an activity, approve it with conditions, or prohibit it, depending on conflicts, client confusion, time demands and supervisory concerns. Common conditions include no use of firm time, systems or client data. If your request is denied, respect the decision; you can ask what changes would make a future request acceptable.

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