On July 21, 2025, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) announced that it was delaying the effective date of its final rule establishing Anti-Money Laundering/Countering the Financing of Terrorism Program and Suspicious Activity Report Filing Requirements for Registered Investment Advisers and Exempt Reporting Advisers (the “AML Rule”). The original effective date of January 1, 2026, has been pushed back to January 1, 2028.
The AML Rule requires SEC-registered investment advisers (“RIAs”) and exempt reporting advisers (“ERAs”) to, among other things:
- Establish a written AML/CFT compliance program;
- Appoint an AML compliance officer;
- Conduct customer due diligence;
- File suspicious activity reports (“SARs”);
- Comply with the so-called “Recordkeeping Rule” and “Travel Rule”;
- Share certain information with FinCEN, law enforcement, and other financial institutions under Section 314 of the USA PATRIOT Act of 2011, as amended (the “PATRIOT Act”); and
- Implement special due diligence requirements for correspondent and private banking accounts and special measures under Section 311 of the PATRIOT Act.
FinCEN stated that it planned to use the intervening time “to revisit the scope of the” AML Rule, indicating a possible plan to narrow its applicability. It is unclear at this time how FinCEN plans to revise these requirements. Under the Administrative Procedure Act (“APA”), any action to substantially revise the AML Rule would require notice-and-comment rulemaking from FinCEN.
Accordingly, for the time being, RIAs and ERAs may delay any action to comply with the AML Rule. We note that advisers remain subject to U.S. sanctions laws and may also be liable under the criminal money laundering statute if the adviser “conduct[s] or attempt[s] to conduct a financial transaction, knowing that the property involved in the financial transaction represents the proceeds of some unlawful activity.”
Seward & Kissel will continue to monitor developments in connection with the AML Rule.