Responses in enforcement

Wells notices and Wells submissions explained

Q: Does every person get a Wells notice?

The SEC provides one in most cases, with listed exceptions. FINRA may skip the process when customer funds are at risk.

Last checked 6 November 2026 · 4 sources

Short answer

A Wells notice tells a person under investigation that US enforcement staff have made a preliminary decision to recommend charges. It invites a written or video reply, called a Wells submission, before the Commission decides ¹. SEC staff allow four weeks, with written submissions typically limited to 40 pages ¹. The CFTC announced a minimum of 30 days on 1 December 2025 ³. FINRA uses a Wells call and letter ⁴. A Wells notice is not a charge.

SEC time to submit: Four weeks, absent timing constraints ¹
SEC written limit: Typically 40 pages, not including exhibits ¹
SEC video limit: 12 minutes ¹
SEC rule basis: 17 CFR 202.5(c) ²
CFTC time to submit: At least 30 days, announced 1 December 2025 ³
FINRA guidance: Regulatory Notice 09-17, 18 March 2009 ⁴

What the notice is

The SEC Enforcement Manual, dated 24 February 2026, defines a Wells notice as a communication from staff to a person involved in an investigation that staff have made a preliminary determination to recommend an action ¹. The notice identifies the violations and the charges and relief under consideration. It tells the recipient they may give a voluntary statement in writing or on video ¹.

A Wells notice is a step inside an investigation. It is not a complaint, a charge or a finding. The Commission has not yet voted on any action at that stage. The rule behind it is 17 CFR 202.5(c), which lets persons involved in preliminary or formal investigations submit a written statement to the Commission on their own initiative ².

Timing and length at the SEC

The manual sets a four-week period for the Wells submission in the absence of timing constraints ¹. Written submissions should typically be limited to 40 pages, not including exhibits. Video submissions should not exceed 12 minutes ¹.

Staff should make reasonable efforts to let the recipient review relevant portions of the investigative file, case by case. Privileged material, whistleblower information and other restricted material are excluded ¹. After a submission, the recipient may request a meeting. Such requests are typically granted, usually once, within four weeks of the submission, with a member of senior leadership at the Associate Director level or above ¹.

How the submission is used

The notice must warn that a submission may be used by the Commission in any action it brings and may be discoverable by third parties ¹. Staff will reject a submission that tries to limit its admissibility under Federal Rule of Evidence 408 ¹. Accepted submissions go to the Commission with any staff recommendation for an enforcement action ¹. Under 17 CFR 202.5(c), submissions are forwarded with the staff memorandum when staff recommend proceedings ².

A Wells notice is provided in most cases, not all. The manual lists factors such as whether the investigation is substantially complete, whether immediate action is needed to protect investors, and whether notice could alert defendants to a possible asset freeze or harm a parallel criminal inquiry ¹.

CFTC and FINRA

On 1 December 2025 the CFTC announced reforms to its Wells process. The release says the submission period is now a minimum of 30 days and that Wells submissions are to be shared with the Commission promptly ³. The amended rules take effect on publication in the Federal Register ³.

FINRA, the US broker-dealer self-regulatory body, described its process in Regulatory Notice 09-17 of 18 March 2009. Staff first make a Wells call and then send a Wells notice letter. The recipient can file a Wells submission explaining why formal charges are not appropriate ⁴. An associated person who receives a written Wells notice must report it on Form U4 ⁴. Senior staff may skip the process, such as when customer funds are at risk ⁴.

Body	Time to reply	Where the reply goes
SEC	Four weeks ¹	To the Commission with the staff recommendation ¹
CFTC	At least 30 days ³	Shared with the Commission promptly ³
FINRA	Not stated in Notice 09-17 ⁴	Enforcement staff and the Office of Disciplinary Affairs ⁴

Common questions

Is a Wells notice a charge?

No. It reports a preliminary staff decision to recommend action and invites a reply before the Commission decides ¹.

How long is a Wells submission?

At the SEC, written submissions are typically limited to 40 pages and videos to 12 minutes ¹.

Can a Wells submission be used against the person?

Yes. The SEC notice warns it may be used in any action and may be discoverable ¹.

Does every person get a Wells notice?

The SEC provides one in most cases, with listed exceptions ¹. FINRA may skip the process when customer funds are at risk ⁴.

Rules and charges change. Check the official source linked on this page before you pay or travel. Spotted an error? Email hello@responseofrecord.com.

Sources

Responses in regulatory enforcement processes
How the reply step works before a regulator decides: US Wells submissions, UK warning notices and EU statements of objections.
What 'declined to comment' means
What 'declined to comment', 'did not respond' and 'chose not to appear' mean under broadcast codes and editorial standards, and how silence is reported.
How governments respond to parliamentary committee reports
Deadlines and forms for government replies to committee reports in the UK, Canada, Australia, India, the EU and the US, from standing orders and laws.