As the regulatory landscape is constantly evolving, Compliance Risk Concepts (“CRC”) is issuing its monthly review and summary of various FINRA, SEC, NFA, and FinCEN publications to assist our clients in keeping abreast of notable regulatory developments and deadlines in an effort to strengthen their compliance and regulatory initiatives.
Regulatory Notices
Per Regulatory Notice 25-03, FINRA announced the assessment and collection of the 2025 GASB Accounting Support Fee to fund the Governmental Accounting Standards Board's (GASB) annual budget. The total fee of $17,298,100 will be collected quarterly, with each installment amounting to $4,324,525, starting in April 2025. Member firms' individual assessments are based on their proportion of municipal securities transactions reported to the Municipal Securities Rulemaking Board (MSRB) in the preceding quarter. Firms that choose to pass this fee onto customers must ensure proper disclosure, including clarifying that the fee is an estimate and may differ from the actual amount assessed.
Per Regulatory Notice 25-04, FINRA announced a comprehensive review of its regulatory requirements for member firms and associated persons. The review aims to modernize rules to better align with current market practices and technological advancements, focusing initially on capital formation and the modern workplace. FINRA seeks public input on these areas and encourages comments by May 12, 2025.
Per Regulatory Notice 25-05, FINRA is proposing a new rule to streamline and reduce unnecessary burdens regarding existing requirements for the outside activities of associated persons, including registered persons. This proposal aims to replace two existing rules—Rule 3270 (Outside Business Activities of Registered Persons) and Rule 3280 (Private Securities Transactions of an Associated Person)—with a single, consolidated rule. The objective is to enhance efficiency without compromising protections for investors and member firms. Interested parties are encouraged to submit their comments by May 13, 2025.
Per Regulatory Notice 25-06, FINRA is seeking public comment on potential updates to its rules, guidance, and processes to better support capital formation and reduce unnecessary regulatory costs. The notice focuses on areas such as capital acquisition brokers, research, and standards for members involved in capital raising. This initiative is part of FINRA's broader effort to modernize its regulatory framework and enhance efficiency in the capital-raising process. Interested parties are encouraged to submit their comments by May 19, 2025.
Final Rules
Per Release No. 33-11366, the SEC is amending its regulations with respect to the delegations of authority to the Director of the Division of Enforcement (“Director”) to eliminate the delegation of authority to issue formal orders of investigation. Formal orders designate the enforcement staff authorized to issue subpoenas in connection with investigations under the Federal securities laws. This amendment is the result of the Commission’s experience with its nonpublic investigations. The amendment is intended to increase effectiveness by more closely aligning the Commission’s use of its investigative resources with Commission priorities.
Per Release No. 33-11368, the SEC is amending the rule under the Investment Company Act of 1940 (“Investment Company Act” or “Act”) that addresses certain broad categories of investment company names that are likely to mislead investors about an investment company’s investments and risks. The amendments to this rule are designed to increase investor protection by improving, and broadening the scope of, the requirement for certain funds to adopt a policy to invest at least 80 percent of the value of their assets in accordance with the investment focus that the fund’s name suggests, updating the rule’s notice requirements, and establishing recordkeeping requirements. The Commission is also adopting enhanced prospectus disclosure requirements for terminology used in fund names, and additional requirements for funds to report information on Form N-PORT regarding compliance with the names-related regulatory requirements.
Per Release No. 33-11369, the SEC is adopting amendments to Volume II of the Electronic Data Gathering, Analysis, and Retrieval system Filer Manual (“EDGAR Filer Manual” or “Filer Manual”) and related rules and forms. Version 73 of Volume II of the Filer Manual reflecting changes to EDGAR made in connection with Release 25.1 will be effective March 17, 2025, and Version 74 of Volume II of the Filer Manual reflecting changes to EDGAR made in connection with the Commission’s September 27, 2024 EDGAR Filer Access and Account Management rulemaking (“EDGAR Next”) will be effective March 24, 2025.
Per Release No. 33-11369, The Commodity Futures Trading Commission (“CFTC”) and the SEC (collectively, the “Commissions”) are adopting amendments to Form PF, the confidential reporting form required for certain SEC-registered investment advisers to private funds, including those also registered with the CFTC as commodity pool operators (“CPOs”) or commodity trading advisers (“CTAs”). These amendments correct certain errors in the form and are intended to enhance the Financial Stability Oversight Council’s (“FSOC’s”) ability to monitor systemic risk and strengthen the SEC’s oversight of private fund advisers and investor protection. In connection with these changes, the SEC is also amending a rule under the Investment Advisers Act of 1940 to update instructions for requesting a temporary hardship exemption. Additionally, the Commissions are extending the compliance date for the Form PF amendments adopted on February 8, 2024, from March 12, 2025, to June 12, 2025. The effective date for this release is February 5, 2025.
Proposed Rules
There were no proposed rules in March.
Interim Final Rules
There were no interim final rules in March.
Interpretive Releases
There were no interpretive releases in March.
There were no policy statements in March.
Notices to Members
Notice I-25-08
March 03, 2025
FCM and IB Members—FinCEN updates its list of FATF-identified jurisdictions with AML/CFT/CPF deficiencies
On February 26, 2025, the Financial Crimes Enforcement Network (FinCEN) issued a news release announcing that the Financial Action Task Force (FATF) updated its list of jurisdictions with strategic AML/CFT/CPF deficiencies. NFA Member futures commission merchants (FCM) and introducing brokers (IB) should review this release to ensure that their AML programs have the most current information on FATF-identified jurisdictions with AML/CFT/CPF deficiencies and revise their AML programs accordingly. A copy of the news release is available on FinCEN's website.
Notice I-25-09
March 17, 2025
Upcoming semi-annual Member Questionnaire filing requirement for firms not currently conducting commodity interest business
NFA Compliance Rule 2-52 and its related Interpretive Notice entitled NFA Member Questionnaire Requirements became effective on October 15, 2024 (see Notice to Members I-24-10). The Rule requires NFA Members to submit the Member Questionnaire at least annually and more frequently in certain instances as required by NFA.
Any Member who previously responded to the Member Questionnaire indicating that it is not currently conducting commodity interest business (inactive Member) is required to update the Member Questionnaire on a semi-annual basis. The semi-annual filing due date is May 1, 2025, and impacts inactive Members with an annual Member Questionnaire filing due date of November 1, 2024.
NFA will notify those Members required to make the semi-annual Member Questionnaire filing prior to the filing due date. If a Member fails to submit the Member Questionnaire by its deadline, NFA will deem the failure a request to withdraw from NFA membership.
NFA News Releases
There were no news releases in March.
FinCEN News Releases
FinCEN Issues Southwest Border Geographic Targeting Order
March 11, 2025
The Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a Geographic Targeting Order (GTO) to further combat the illicit activities and money laundering of Mexico-based cartels and other criminal actors along the southwest border of the United States. The GTO requires all money services businesses (MSBs) located in 30 ZIP codes across California and Texas near the southwest border to file Currency Transaction Reports (CTRs) with FinCEN at a $200 threshold, in connection with cash transactions.
“Today’s issuance of this GTO underscores our deep concern with the significant risk to the U.S. financial system of the cartels, drug traffickers, and other criminal actors along the Southwest border,” said Secretary of the Treasury Scott Bessent. “As part of a whole-of-government approach to combatting the threat, Treasury remains focused on leveraging all our available tools and authorities to better identify and counter these criminal activities.”
Combatting drug cartels and stopping the flow of deadly drugs into the United States is one of the Administration’s highest priorities. In January, President Donald J. Trump issued an Executive Order creating a process by which certain cartels and other organizations would be designated as Foreign Terrorist Organizations (FTOs) and/or Specially Designated Global Terrorists (SDGTs). Accordingly, in February, the U.S. Departments of the Treasury and State designated eight organizations, including six major Mexico-based drug cartels, as FTOs and SDGTs. These designations will allow the United States to take further steps to deny individuals and entities associated with these groups access to the U.S. financial system.
The terms of the GTO are effective beginning 30 days after the date on which the order is published in the Federal Register. The terms are effective for 179 days thereafter.
The order covers the following ZIP codes across seven counties in California and Texas:
FinCEN appreciates the assistance of MSBs in defending the United States from Mexico-based cartels, especially those trafficking fentanyl, and in otherwise protecting the U.S. financial system.
Any questions about the GTO should be directed to www.fincen.gov/contact.
A copy of the GTO is available here.
FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies
March 21, 2025
Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.
In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.
Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.
Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:
FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year.
For more information, see Interim Final Rule: Questions and Answers.
FinCEN Issues Alert on Bulk Cash Smuggling and Repatriation by Mexico-based Transnational Criminal Organizations
March 31, 2025
WASHINGTON—The Financial Crimes Enforcement Network (FinCEN) issued an Alert on bulk cash smuggling and repatriation by Mexico-based Transnational Criminal Organizations (TCOs), urging financial institutions to be vigilant to such activity.
The Alert discusses transactions potentially related to the cross-border smuggling of bulk cash from the United States into Mexico and its repatriation into the United States and Mexican financial systems by Mexico-based TCOs. The Alert highlights one of several typologies that TCOs use to launder illicit proceeds generated in the United States through the cross-border movement of cash and how these operations enable the TCOs to place, layer, and integrate their illicit proceeds into the United States and Mexican financial systems where they can be accessed again to fund their criminal enterprises.
“Mexico-based TCOs generate vast sums of illicit proceeds that they launder through a number of schemes, such as bulk cash smuggling and repatriation operations highlighted in this Alert,” said FinCEN Director Andrea Gacki. “The United States has zero tolerance for the TCOs’ activities and Treasury, to include FinCEN, is working aggressively to counter these violent organizations. This Alert supports Treasury’s continuing mission to counter TCOs and their illicit activities, and financial institutions are a critical partner in that effort.”
The Alert provides an overview of methodologies associated with these operations, highlights red flag indicators, and reminds financial institutions of their reporting requirements under the Bank Secrecy Act.
This Alert is one of several advisory products that FinCEN has issued to bring awareness to, and counter, TCO-related revenue streams and is consistent with two of the eight nationalAnti-Money Laundering and Countering the Financing of Terrorism National Priorities. It is also being issued in support of Executive Order 14157, “Designating Cartels And Other Organizations As Foreign Terrorist Organizations And Specially Designated Global Terrorists” to combat the activities of certain international cartels that threaten the safety of the American people, the security of the United States, and the stability of the international order in the Western Hemisphere.
Questions regarding the contents of this alert should be sent to the FinCEN Regulatory Support Section by submitting an inquiry at www.fincen.gov/contact.
The full alert is available online at FIN-2025-Alert001.
The financial services industry is currently navigating significant regulatory shifts, with a pronounced focus on the evolving landscape of digital assets and cryptocurrencies. The Trump administration has initiated policies aimed at integrating digital currencies into the national financial framework, notably through the establishment of a Strategic Bitcoin Reserve and a U.S. Digital Asset Stockpile. These initiatives are designed to position the United States as a leader in the digital asset space and have been accompanied by a broader push for deregulation to foster innovation and economic growth. Concurrently, regulatory bodies such as the SEC, NFA, FinCEN, and FINRA are adapting by updating oversight and compliance frameworks to address the challenges posed by digital assets, while balancing innovation with investor protection and market integrity. However, these developments have sparked concern over the adequacy of existing rules and the transparency of regulatory oversight. Compliance officers should keep a close eye on digital asset guidance, beneficial ownership reporting, anti-money laundering obligations, capital formation rule updates, and any shifts in enforcement priorities stemming from administration policy changes—all of which remain fluid and politically charged.
As always, we believe staying informed and proactive is the best approach to regulatory compliance. The March 2025 regulatory updates across FINRA, the SEC, NFA, and FinCEN reflect a strong focus on modernizing regulatory frameworks, enhancing investor protections, and strengthening anti-money laundering (AML) efforts. Key themes include simplification and consolidation of legacy rules, as seen in FINRA’s proposal to combine Rules 3270 and 3280, and broader efforts to support capital formation by reducing regulatory burdens. The SEC emphasized systemic risk oversight and investor clarity, notably through amendments to Form PF and the Investment Company Act’s names rule. Meanwhile, FinCEN ramped up enforcement on cartel-related financial activity along the Southwest border, issuing new Geographic Targeting Orders and alerts targeting cross-border money laundering schemes. FinCEN also rolled back beneficial ownership reporting requirements for U.S. companies under the Corporate Transparency Act—marking yet another reversal in a series of changes to this requirement, which we will continue to monitor closely. Notably, the current White House administration’s policy direction may continue to shape regulatory shifts, especially in areas related to national security, financial crime, and systemic risk.
For more information, please contact:
Mitch Avnet
p. (646) 346-2468
David Amster
p. (917) 568-6470
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