The Broker Protocol, explained.

The Broker Protocol lets a departing advisor take five specific pieces of client information and contact the clients they personally serviced, without triggering the lawsuit that used to follow every exit. It applies only when both firms are signatories on the day of departure, and it covers nothing else. It reduces risk when followed precisely; it is not permission to operate loosely.

What the Protocol is

The Protocol for Broker Recruiting, universally called the Broker Protocol, is a private inter-firm agreement first executed in 2004 by Smith Barney, Merrill Lynch, and UBS. The premise was simple and self-interested. The founding firms were spending large sums suing each other every time a producer switched teams. If the industry could agree on a narrow, standardized set of client-contact information a departing advisor could take, everyone would litigate less and everyone would recruit more predictably. Other firms joined. By mid-2026 the signatory list runs to roughly 2,600 member firms, administered by J.S. Held, which maintains the authoritative current roster.

The Protocol is not a statute, a regulation, or a FINRA rule. It is a contract between the participating firms. Its enforceability, and its limits, sit inside contract law and inside the FINRA and state-court forums where firms fight it out.

What it protects

When both the departing firm and the receiving firm are members on the day of departure, an advisor may take, and use to contact former clients, exactly five pieces of information for clients the advisor serviced:

1. Client name
2. Address
3. Phone number
4. Email address
5. Account title

That is the list. Nothing else. Not account numbers. Not balances. Not holdings. Not transaction histories. Not statements. Not the client's tax return, financial plan, or estate documents the advisor drafted or reviewed. Not "the spreadsheet I built for my own records." Nothing that lives on the firm's systems, in the firm's files, or in a form the advisor should not possess after their last day.

The scope is intentionally narrow, and the narrowness is the point. Firms accept the loss of the five fields because they know exactly what those fields are and can plan around them. They do not accept, and will litigate over, anything else.

The other operational constraint that is often missed: the Protocol covers only clients the advisor personally serviced. Team accounts serviced by a partner still at the firm, house accounts, and clients the advisor inherited but did not work with directly are outside its protection. Advisors on teams need to be precise about who "their" clients actually are, because a firm's counsel will not extend the benefit of the doubt on that point.

The permission the Protocol grants, and the permission it withholds

The Protocol addresses one specific act: taking the five fields, contacting former clients after resignation, and moving to a member firm. It gives an advisor a defensible position on that narrow ground.

It does not grant permission to:

• Contact clients before resigning. Pre-solicitation, meaning discussing a move or trying to move clients while still employed, is outside the Protocol and is the single most common trigger for temporary restraining orders and litigation, whether or not both firms are members. The Protocol operates after the resignation letter is delivered, not before.
• Take anything beyond the five fields. Everything above.
• Escape employment-agreement obligations that are not client-solicitation. Non-competes, garden-leave periods, confidentiality provisions over firm-proprietary information, and clauses covering client data acquired outside the advisor's book are contract terms the Protocol does not override.
• Ignore FINRA rules on client data. The Protocol coexists with FINRA regulation. Client data transfer that violates FINRA rules is not cured because the Protocol permitted the client-contact fields.
• Move to a non-member firm without exposure. If either the departing firm or the receiving firm is not a Protocol signatory, the Protocol does not apply and the advisor is back to whatever their employment agreement says, which is usually more restrictive than the Protocol.

The clean version of this is that the Protocol is the floor of what a departing advisor can defensibly do, not the ceiling. Employment agreements, state law, FINRA rules, and the receiving firm's own compliance standards all layer on top.

The membership question, and why "as of" matters

The single fact most often gotten wrong in Protocol content is which firms are currently members. Membership is fluid. Firms sign, firms withdraw, and there is no obligation for either to publicize the change beyond the J.S. Held signatory list. The list is the only authoritative source. Any content that names a specific firm's current status from memory, including this page, is risking a factual error the moment the list next updates.

What can be stated as public record, because it was publicly reported and documented at the time:

• Morgan Stanley withdrew from the Protocol effective November 3, 2017.
• UBS withdrew effective December 1, 2017.
• Citigroup withdrew effective January 8, 2018.
• More recent departures have continued year over year across mid-sized firms and RIAs.
• Some large firms, notably Merrill Lynch and Wells Fargo Advisors, remained signatories as of the most recent widely-reported checks.

The practical version, for anyone thinking about a move: assume nothing about membership. Check the signatory list on the day the plan is being finalized, and confirm with counsel that both firms remain members on the day of departure. A signatory list checked six weeks ago is not evidence of a member firm today.

The list lives with J.S. Held, the Protocol's administrator, and updates weekly.

What happens when one firm is not a member

The most common variant of the transition question is not "both firms are in the Protocol." It is "one of them is not." Two versions:

Departing firm is not a member, receiving firm is. The advisor's employment agreement is the governing document, not the Protocol. The receiving firm's Protocol status does not help. Expect stricter contractual restrictions on client contact, and expect the departing firm to enforce them if they are enforceable in the advisor's state.

Departing firm is a member, receiving firm is not. The Protocol does not apply because it requires both. The advisor's employment agreement, again, is the governing document. Non-member receiving firms often build tighter contractual restrictions on their own advisors' future client contact, on the theory that they are not benefiting from the Protocol on the way in and do not want to lose on the way out.

Non-member environments are not impossible to transition through. They are the environment where competent legal counsel and careful sequencing matter most, and the environment where a recruiter or transition consultant who tells an advisor "it will be fine" without reading the agreement is doing damage.

Where the Protocol interacts with FINRA rules and state law

Three layers to be aware of, because sloppy content often collapses them into one.

1. The Protocol. Governs the five client-contact fields between two member firms.
2. FINRA rules on client-data transfer. FINRA imposes obligations on registered representatives and member firms regarding the handling of customer information, including notice-and-negative-consent processes (FINRA Rule 4370's continuity rule applies to firms, and more directly, the account-transfer and privacy frameworks like Regulation S-P govern the movement of customer information). None of this is cured by the Protocol. An advisor cannot use the Protocol's five-field permission to work around FINRA's rules on how that data is handled after it leaves the firm.
3. State law. Employment agreements, restrictive covenants, and trade-secret claims are enforced under state law. States vary widely. California voids most non-competes as a matter of public policy; other states enforce them aggressively. Non-solicitation clauses are more commonly enforceable than non-competes across the board. State law governs whether an advisor's employment agreement itself is enforceable, independent of anything the Protocol says.

The upshot: the Protocol is one component of a three-layer picture. Any transition plan that treats the Protocol as the whole picture is under-diligenced.

The litigation the Protocol does not eliminate

Even in a clean, member-to-member move with an advisor who took only the five fields and made no pre-resignation client contact, litigation is not off the table. What the Protocol eliminates is the presumption of wrongdoing on the five-field client-contact issue. It does not eliminate:

• Disputes over which clients the advisor actually serviced, and whether specific accounts fell inside or outside the advisor's book.
• Disputes over whether client contact after resignation used only permitted information, or dipped into memorized-but-not-taken information.
• Trade-secret claims over financial plans, models, or work product the advisor helped create.
• Non-compete or garden-leave disputes that operate independently of the Protocol.
• Team-departure disputes where partners left behind claim client relationships.

The 2020s pattern of recruiting litigation, well-documented across trade press, reflects this. Suits filed after Protocol-compliant moves still occur. What has changed is that the plaintiff firm's factual burden is higher, and settlements and outcomes tend to favor the departing advisor more predictably.

How the Protocol is often misunderstood by advisors

Common misreadings, all of which come up in Spartan's actual transition conversations:

"My firm is in the Protocol, so I can start talking to my clients now." No. The Protocol operates after resignation. Pre-resignation client contact is the highest-risk category, Protocol or not.

"I can take the client list because I built it." No. The five fields are the only permitted client-identifying information. "I built it" is not a legal doctrine.

"My client's financial plan is mine because I wrote it." No. Work product created for the firm, on the firm's systems, using the firm's methodology, is firm property. Complex fact patterns can shift this, but the default is against the advisor.

"The Protocol is my whole safety net." No. Employment agreement, FINRA rules, and state law all operate on top of it.

"If both firms are in the Protocol, I do not need a lawyer." No, though this one is the most defensible-sounding version. Even a clean Protocol move benefits from counsel reviewing the employment agreement, the resignation letter, and the sequencing. Litigation risk in this niche is high enough that the ratio of legal fees to protection is favorable.

What a well-run Protocol move looks like

At the level of process, and consistent with how Spartan advises the moves it consults on, a Protocol-compliant transition sequences roughly as follows:

Before the resignation. Diligence on the receiving firm. Verification that both firms are on the current J.S. Held list. Review of the employment agreement by counsel who does this work. A precise inventory of which clients the advisor personally services and which fall outside the book. No client contact about the move. No downloading, printing, or forwarding of client information beyond what the advisor would normally have in their working environment on any given day.

At resignation. A short, professional resignation letter. Delivery of the letter through the appropriate channel (usually branch management). Return of firm property according to policy. Departure from the office.

After resignation. Contact with former clients using only the five permitted fields, from the advisor's own memory or from information taken in Protocol-compliant form. Standardized client-communication scripts that do not disparage the former firm and do not misrepresent the reasons for the move. Client-elected transfer paperwork through the receiving firm.

Throughout. Documented sequencing. Counsel available to the advisor. A receiving firm that has done this before and does not treat compliance as optional.

None of this is complicated. All of it is where mistakes get made.

Verifying your firm's status

If a specific firm's Protocol status matters for a decision an advisor is making today, the process is short and non-substitutable:

1. Consult the J.S. Held Broker Protocol signatory list, which is publicly available and updated as membership changes.
2. Have counsel confirm the status on the day the plan is being finalized.
3. Do not rely on the status as reported by the receiving firm's recruiter, a trade publication article, or any third-party summary, including this one.

Firm status is factual, current, and knowable. It just is not knowable from a summary written before the day the advisor needs it.