How long an SFC intermediary keeps a client agreement

A client agreement remains part of an intermediary's regulatory record after the relationship ends. Closing an account does not mean the firm may immediately discard the signed agreement or its supporting records. The retention clock and record type matter.

The client-agreement period is at least seven years

The SFC explains that written agreements with clients are among the contracts an intermediary must keep under the Keeping of Records Rules. Under section 10, these agreements should be retained for at least seven years. For a deceased client or a closed account, the SFC says the seven-year period runs from the date immediately before the account closure date.

Do not confuse agreements with order records

The same FAQ distinguishes order particulars—such as a blotter, dealing slip or order book—which are required to be retained for not less than two years under section 10(b). Client instructions received by fax or email form part of required records as well. A question asking about an agreement is therefore different from one asking about an order book, contract note or communication record.

Electronic records still need to be usable

Keeping a scan or electronic copy is not permission to lose the information or the audit trail. SFC guidance on electronic records expects the information to remain accessible for later reference and to preserve details needed to identify its origin, destination, date and time where applicable. Firms also need controls against damage, falsification, tampering and destruction.

Apply the right period to the right record

1. Classify the item: signed client agreement, supporting authority, client order, contract note or internal compliance record.
2. Find the applicable schedule and section of the Keeping of Records Rules.
3. For client agreements, apply the minimum seven-year period and the closure-date rule described by the SFC.
4. For order particulars, apply the separate two-year minimum identified by section 10(b).
5. Maintain a usable and secure record for the full retention period, then follow applicable privacy and disposal requirements.

Exam traps

• Do not shorten the agreement period because a client died or closed the account.
• Do not confuse the seven-year agreement period with the two-year order-record period.
• An electronic copy must remain accessible and reliable; format alone does not establish compliance.
• A minimum retention period does not mean every record has the same retention rule.

Key takeaway

For an SFC client agreement, remember at least seven years; for a closed account, count from immediately before closure. Check the rule separately for order and trade records.

Preserve the executed agreement and its history

A client agreement is evidence of the terms governing the relationship, the services offered and the relevant client protections. A firm should retain the executed version and any amendments, side letters, consents, risk disclosures and records showing delivery to the client. Version control matters: a current template does not prove which terms the customer accepted at the time. Electronic records should preserve the identity of the signer, timestamp, document version and audit trail. The firm should be able to retrieve a complete file promptly for a complaint, review or regulatory request.

Retention is tied to activity and applicable rules

The record-keeping obligation should be mapped to the SFC rules that apply to the firm and the particular client relationship. The firm should define retention periods, legal holds, access controls, backups and secure disposal after the required period. If a complaint, investigation or litigation is active, ordinary deletion schedules should be suspended as necessary. The firm should not assume that an agreement alone proves compliance: suitability records, client instructions, communications, transaction records and approval evidence may also be required to reconstruct what happened.

A practical retrieval test

Choose a sample account and ask an independent reviewer to retrieve the signed agreement, identify the version, link it to the customer and show amendments and delivery evidence. Then follow a transaction back to the instruction, advice record, approval and statement. If the file cannot be reconstructed, the firm may have a retention or system design problem even if staff believe the documents exist somewhere. Periodic access testing also reveals unreadable scans, broken links, inconsistent customer IDs and records held by a departed employee.

Exam pitfalls

Separate the obligation to enter into a compliant agreement from the obligation to preserve records proving compliance. A firm should use clear terms and give the customer the required opportunity to review them; retaining an incomplete or unsigned form does not cure defective contracting. Conversely, electronic form does not make a record invalid if the relevant requirements are met and the record is accessible and reliable. In questions, identify the right version, evidence of client acceptance, retention controls and related transaction records. Do not invent a single retention period unless the relevant rule or facts specify one.

Implementation and review

Retention schedules should cover all storage locations, including email, approved messaging, client portals, paper archives, vendor systems and backups where records can be retrieved. A retention policy that covers the main CRM but misses adviser mailboxes can leave critical terms or client instructions unavailable. Assign ownership for records held by service providers and test retrieval after system migrations. When a record is corrected, preserve the audit trail so the firm can explain both the original and corrected entry rather than presenting an unexplained replacement.

A practical review checklist

A firm should be able to show that the version retained was supplied before or at the appropriate point in the relationship and that changes were communicated as required. If the customer’s terms change, retain both the prior and amended versions with effective dates. When an account transfers between affiliated entities, check whether the contracting party changed and whether fresh documentation is needed. These details prevent a firm from relying on a document signed with a different entity or for a different service.