Delaying the Effective Date of the Anti-Money Laundering/Countering the Financing of Terrorism Program and Suspicious Activity Report Filing Requirements for Registered Investment Advisers and Exempt Reporting Advisers

<RULE> DEPARTMENT OF THE TREASURY <SUBAGY>Financial Crimes Enforcement Network</SUBAGY> <CFR>31 CFR Parts 1010 and 1032</CFR> <RIN>RIN 1506-AB58 and 1506-AB69</RIN> <SUBJECT>Delaying the Effective Date of the Anti-Money Laundering/Countering the Financing of Terrorism Program and Suspicious Activity Report Filing Requirements for Registered Investment Advisers and Exempt Reporting Advisers</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Financial Crimes Enforcement Network (FinCEN), Treasury. <HD SOURCE="HED">ACTION:</HD> Final rule. <SUM> <HD SOURCE="HED">SUMMARY:</HD> FinCEN is amending the Anti-Money Laundering/Countering the Financing of Terrorism (AML/CFT) Program and Suspicious Activity Report (SAR) Filing Requirements for Registered Investment Advisers and Exempt Reporting Advisers (IA AML Rule) to delay the effective date by two years. As part of this delay, FinCEN is amending the date by which an investment adviser must develop and implement an AML/CFT program. </SUM> <EFFDATE> <HD SOURCE="HED">DATES:</HD> As of December 31, 2025, the effective date of the rule published September 4, 2024, at 89 FR 72156 is delayed until January 1, 2028. This rule is effective January 1, 2028. </EFFDATE> <SUPLINF> <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD> <HD SOURCE="HD1">I. Introduction</HD> In this final rule, FinCEN amends the effective date of the IA AML Rule  <SU>1</SU> <FTREF/> to delay the obligations of covered investment advisers (covered IAs) under the IA AML Rule from January 1, 2026, to January 1, 2028. <FTNT> <SU>1</SU>   <E T="03">See</E> U.S. Department of the Treasury (Treasury), FinCEN, <E T="03">Anti-Money Laundering/Countering the Financing of Terrorism Program and Suspicious Activity Report Filing Requirements for Registered Investment Advisers and Exempt Reporting Advisers,</E> 89 FR 72156 (Sept. 4, 2024). </FTNT> <HD SOURCE="HD1">II. Background</HD> <HD SOURCE="HD2">A. IA AML Rule</HD> On September 4, 2024, FinCEN published the IA AML Rule, which defines certain investment advisers as “financial institutions” under the Bank Secrecy Act (BSA). <SU>2</SU> <FTREF/> The IA AML Rule requires covered IAs to establish AML/CFT programs, report suspicious activity, and keep relevant records, among other requirements. <SU>3</SU> <FTREF/> In the 2024 Investment Adviser Risk Assessment (IA Risk Assessment), Treasury described the illicit finance risks associated with the investment adviser sector that the IA AML Rule was designed to address, including that investment advisers may be misused by money launderers, terrorist financers, or other actors who seek access to the U.S. financial system for illicit purposes and who threaten U.S. national security. <SU>4</SU> <FTREF/> <FTNT> <SU>2</SU>  Pursuant to FinCEN's authority under the BSA, it may define a business or agency as a “financial institution” if such business or agency “engages in any activity . . . determine[d] by regulation to be an activity which is similar to, related to, or a substitute for any activity” in which a “financial institution” as defined by the BSA is authorized to engage. <E T="03">See</E> 31 U.S.C. 5312(a)(2)(Y). </FTNT> <FTNT> <SU>3</SU>   <E T="03">See</E> IA AML Rule, 89 FR at 72274-78. </FTNT> <FTNT> <SU>4</SU>   <E T="03">See</E> Treasury, <E T="03">2024 Investment Adviser Risk Assessment</E> (Feb. 1, 2024), <E T="03">https://home.treasury.gov/system/files/136/US-Sectoral-Illicit-Finance-Risk-Assessment-Investment-Advisers.pdf.</E> </FTNT> <HD SOURCE="HD2">B. IA AML Effective Date NPRM</HD> On September 22, 2025, FinCEN proposed delaying the effective date of the IA AML Rule by two years (IA AML Effective Date NPRM) and amending 31 CFR 1032.210(c) of the IA AML Rule to reflect this delay. <SU>5</SU> <FTREF/> Under the IA AML Effective Date NPRM, all requirements set forth under the IA AML Rule were proposed to be effective on January 1, 2028. In the IA AML Effective Date NPRM, FinCEN assessed that delaying the effective date of the IA AML Rule would pose a number of advantages, including providing FinCEN an opportunity to review the IA AML Rule and, as applicable, ensure the IA AML Rule is effectively tailored. In response to the IA AML Effective Date NPRM, FinCEN received 22 comments. Submissions came from a variety of commenters, including industry trade groups, transparency organizations, law firms, non-profit organizations, financial advisory firms, and individual members of the public. Several comment letters supported the proposed rule, others opposed, and some, while in support of the proposed rule, raised issues regarding timing considerations in light of other anticipated future rulemakings. FinCEN also received comments on topics outside the scope of the IA AML Effective Date NPRM. <FTNT> <SU>5</SU>   <E T="03">See</E> Treasury, FinCEN, <E T="03">Delaying the Effective Date of the Anti-Money Laundering/Countering the Financing of Terrorism Program and Suspicious Activity Report Filing Requirements for Registered Investment Advisers and Exempt Reporting Advisers,</E> 90 FR 45361 (Sept. 22, 2025). </FTNT> <HD SOURCE="HD1">III. Discussion of Comments Received</HD> <HD SOURCE="HD2">A. Support for the Delay in Effective Date</HD> <E T="03">Comments received.</E> Several commenters strongly supported the two-year delay in implementation of the IA AML Rule, citing benefits to both investment advisers and FinCEN. Specifically, commenters stated that significant time and resources are needed to establish an AML compliance program. One of these commenters stated that building a compliant AML program is a complex, multi-year process that requires significant planning, budgeting, and coordination. Other commenters noted that rushing this implementation process will create inefficient and costly programs. A few commenters stated that delaying the effective date of the IA AML Rule will provide the time necessary for FinCEN to provide clarity on the rule in several important respects. One of these commenters stated that a two-year extension is a reasonable and appropriate amount of time for FinCEN to tailor the IA AML Rule to achieve FinCEN's objectives, while reducing where possible duplication and burden when there is little or no corresponding benefit. Another commenter stated that clarity is necessary for the industry to implement the requirements of IA AML Rule by January 1, 2028, and to reduce unnecessary costs without forgoing the intended benefits of the rule. This commenter explained that delaying the effective date will provide FinCEN with time to issue the guidance necessary to efficiently and effectively implement the IA AML Rule, in particular the application of the Section 312 special due diligence requirements, sharing of Suspicious Activity Report (SAR) filings among affiliates, and Section 314(b) information sharing. <E T="03">Final rule.</E> FinCEN has carefully considered commenters' views and agrees that delaying the effective date of the IA AML Rule from January 1, 2026, to January 1, 2028, is appropriate. The two-year delay will provide additional time for FinCEN to review the IA AML Rule and, as applicable, ensure the IA AML Rule is effectively tailored to the diverse business models and risk profiles of types of firms within the investment adviser sector. Delaying the effective date will also provide investment advisers more time to come into compliance with the rule upon the revised effective date. FinCEN therefore adopts 31 CFR 1032.210(c) as proposed and extends the effective date of the IA AML Rule from January 1, 2026, until January 1, 2028. <HD SOURCE="HD2">B. Timing Considerations in Light of Other Rulemakings</HD> <E T="03">Comments received.</E> Several commenters that supported the two-year delay in implementation of the IA AML Rule expressed concern with regard to the timing of the potential revisions to the scope of the IA AML Rule and other rulemakings related to the IA sector, in particular the IA Customer Identification Program (CIP) rulemaking. Several commenters recommended that FinCEN reissue the IA CIP NPRM and IA AML NPRM concurrently to allow covered IAs to consider them in tandem and develop holistic, risk-based compliance programs. <E T="03">Final rule.</E> FinCEN has carefully considered each comment related to the timing of the potential revisions to the scope of the IA AML Rule and the timing of other rulemakings related to the IA sector and understands the concerns raised given the interrelatedness of the rulemakings. FinCEN intends to consider these timing issues during the rulemaking processes for any future IA-related rules to ensure appropriate coordination efforts and to reduce unnecessary costs and uncertainty. <HD SOURCE="HD2">C. Opposition to the Delay in Effective Date</HD> <E T="03">Comments received.</E> Several comment letters strongly opposed the two-year delay in effective date. Commenters from transparency organizations were especially concerned about the heightened risk of illicit finance if the IA AML Rule is delayed, and disputed the assertion that the current implementation date of January 1, 2026, provides insufficient time for compliance. Some commenters stated that the proposed delay in the implementation and enforcement of the IA AML Rule will have serious and measurable costs for U.S. national security and public safety, global leadership, and private-sector stability. In particular, these commenters noted that gaps in U.S. AML coverage might be exploited by sanctioned actors, terrorist organizations, corrupt officials, and foreign adversaries, and argued that the longer these gaps remain, the more exploitation will occur. Some commenters stated that the current timeline already provides a sufficient implementation period, explaining that the IA AML Rule was finalized in 2024 with an effective da ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 39k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━