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When does an MSB have to re-register with FinCEN?

Checked against the cited sources: October 2026

A money services business (MSB) must re-register with FinCEN (the Financial Crimes Enforcement Network, the Treasury bureau that administers the Bank Secrecy Act) within 180 days after any of three events. The first, for an MSB registered under a state's law, is a change in ownership or control that requires it to re-register under that law. The second is a transfer of more than 10 percent of its voting power or equity interests, unless the MSB must report the transfer to the Securities and Exchange Commission (SEC). The third is an increase of more than 50 percent in its number of agents during a registration period.

Re-registering also resets your renewal clock. These events sit on top of the routine renewal every two years.

Where the rule is

The three events are in 31 CFR 1022.380(b)(4). The registration form must be filed "not later than 180 days after such change in ownership, transfer of voting power or equity interests, or increase in agents."

The triggers apply to MSBs that must register with FinCEN. A business that is an MSB only because it acts as another MSB's agent does not register, so it has nothing to re-register (31 CFR 1022.380(a)(3)). For its principal (the MSB it acts for), though, new agents can count toward the third trigger.

Event 1: a change of ownership or control under state law

This event applies to an MSB that is registered as an MSB under the laws of any state. It is triggered by a change in ownership or control "that requires the business to be re-registered under State law."

So it turns on state law, and state laws differ. One example is the model law published by the Conference of State Bank Supervisors, the Money Transmission Modernization Act (MTMA). Under it, a person seeking to acquire control of a licensee generally must get the regulator's written approval before acquiring control (MTMA § 6.01(a)). The model defines control to include the power to vote, directly or indirectly, at least 25 percent of the outstanding voting shares or voting interests of a licensee or of a person in control of a licensee. It also presumes a controlling influence from 10 percent, counted the same way (MTMA § 2.01(f)(1)(A), (f)(2)(A)). So a deal at a parent company can count under the model. An investor can rebut that presumption if it meets every condition of the model's "passive investor" test (MTMA § 2.01(f)(2), § 2.01(v)).

The model has exceptions. An individual who becomes a "key individual," such as an executive officer or director, in the ordinary course of business does not acquire control. Prior approval also does not apply to some listed cases, such as a public offering of securities, or an internal reorganization where the ultimate person in control stays the same. For most of those cases, the model requires notice instead, within 15 days after the acquisition, a figure its text puts in brackets (§ 6.01(j)-(k)).

A model law applies only in a state that enacts it, and states can enact it with changes. Check the law of every state where you hold a license.

Whether a given state's process counts as being "re-registered under State law" is a question to settle state by state. Note the timing, too. A state may require approval before a deal closes. The FinCEN filing comes after the event, within 180 days. And an exception under state law does not settle Event 2, which is a separate federal test.

Event 2: a transfer of more than 10 percent of voting power or equity

This event applies if "there is a transfer of more than 10 percent of the voting power or equity interests" of the MSB. The threshold is more than 10 percent, not 10 percent.

There is one exception: an MSB that must report the transfer to the SEC. FinCEN's form instructions describe this as covering certain publicly traded companies. If the event applies, re-register not later than 180 days after the transfer (31 CFR 1022.380(b)(4)).

The rule does not say whether several smaller transfers are added together. It also does not say how it treats a transfer of interests in a parent company. If a funding round, a share sale or a group restructuring could come near the line, work through it before you close.

Event 3: more than 50 percent more agents

This event applies if the MSB "experiences a more than 50-per cent increase in the number of its agents during any registration period."

For this purpose, FinCEN's form instructions describe an agent as a separate business that you authorize to sell your products or services. Your headquarters, your branches, people who are only your employees, and banks do not count.

The rule does not say which count to measure from. It also does not say how the test works for an MSB that starts a period with no agents. Form 107 (FinCEN's Registration of Money Services Business form) reports your number of agents, and your agent list is updated every January 1. Watch both as you sign new agents.

If the increase happens, re-register not later than 180 days after it; the year of the increase starts a new two-year registration period (31 CFR 1022.380(b)(4)).

What to do after an event

  • File a new Form 107 not later than 180 days after the event, marked as a re-registration, with the box for the reason checked.
  • The calendar year of the event becomes the first year of a new two-year registration period (31 CFR 1022.380(b)(4)). So if the event happens in 2026, your next renewal is due by December 31, 2027.
  • Keep a copy of every registration form you file, and your registration number, at a U.S. location for five years (31 CFR 1022.380(b)(1)(iii); 31 CFR 1010.430(d)).

Three filings under the rule

Filing When it is due Where it comes from
Initial registration By the end of the 180-day period starting the day after the business is established (the rule does not define when that is) 31 CFR 1022.380(b)(3)
Renewal By December 31 before each new two-year period 31 CFR 1022.380(b)(2)-(3)
Re-registration Not later than 180 days after one of the three events: a change in ownership or control requiring re-registration under state law (for a state-registered MSB), a transfer of more than 10 percent of voting power or equity (unless SEC-reportable), or a more than 50 percent increase in agents during a registration period. The event's year starts a new two-year period. 31 CFR 1022.380(b)(4)

What is not a trigger

The rule's only re-registration events are the three above: a state-law ownership or control change, a transfer of more than 10 percent of voting power or equity (with an SEC exception), and agent growth above 50 percent (31 CFR 1022.380(b)(4)). FinCEN's form instructions list the same three. A new name or address, bank account or MSB service is not among them.

To correct or amend a prior report, FinCEN's instructions say to complete all parts of a new report in FinCEN's e-filing system. A business that left its primary transaction account blank on its first filing must file a corrected registration once the account is known.

If you miss it

31 CFR 1022.380(e) makes it unlawful to do business without complying with 31 U.S.C. 5330 and the rule; filing false or materially incomplete information is a failure to comply. The rule's civil penalty is $5,000 per violation, each day a separate violation. For penalties assessed on or after January 17, 2025, FinCEN's inflation-adjusted maximum, replacing the $5,000, is $10,556 per violation, and it does not cap the total for a continuing violation (31 CFR 1010.821).

Next steps

  • Put the three re-registration events of 31 CFR 1022.380(b)(4) on your board, financing and M&A checklists: for an MSB registered under a state's law, a change of ownership or control that requires state re-registration; a transfer of more than 10 percent of voting power or equity, unless SEC-reportable; and a more than 50 percent increase in agents during a registration period. Track your agent count for the third.
  • Not sure you are an MSB at all? Take the free MSB check.
  • Facing a funding round, acquisition or agent expansion? Discuss with Forteris.

Sources

  1. 31 CFR 1022.380, Registration of money services businesses: https://www.ecfr.gov/current/title-31/section-1022.380
  2. 31 CFR 1010.430(d), five-year retention: https://www.ecfr.gov/current/title-31/section-1010.430
  3. 31 CFR 1010.821, civil penalty inflation adjustments: https://www.ecfr.gov/current/title-31/section-1010.821
  4. FinCEN, Registration of Money Services Business (RMSB) Electronic Filing Instructions (July 2014): https://www.fincen.gov/system/files/shared/FinCENRMSB_ElectronicFilingInstructions.pdf
  5. FinCEN, Renewal Without Change of the Registration of Money Services Businesses Regulation and FinCEN Form 107, 91 FR 23348 (Apr. 30, 2026): https://www.federalregister.gov/d/2026-08363
  6. Conference of State Bank Supervisors, Money Transmission Modernization Act (model law, August 2023 text), sections 2.01(f), 2.01(l), 2.01(v) and 6.01: https://www.csbs.org/sites/default/files/2023-08/CSBS%20Money%20Transmission%20Modernization%20Act.pdf
  7. 31 U.S.C. 310, FinCEN: https://www.law.cornell.edu/uscode/text/31/310
  8. 31 CFR 1010.810, enforcement and examination authority: https://www.ecfr.gov/current/title-31/section-1010.810
  9. 31 CFR 1010.100(e), Bank Secrecy Act defined: https://www.ecfr.gov/current/title-31/section-1010.100

This guide is general information, not legal advice. Forteris is not a law firm.

Last checked: October 2026

Short answers

What events require an MSB to re-register with FinCEN?

Three, under 31 CFR 1022.380(b)(4): for an MSB registered as such under a state's law, a change in ownership or control that requires it to re-register under that state's law; a transfer of more than 10 percent of its voting power or equity interests (unless the MSB must report the transfer to the Securities and Exchange Commission); and a more than 50 percent increase in its number of agents during a registration period. The registration form, Form 107 of FinCEN (the Financial Crimes Enforcement Network, the Treasury bureau that administers the Bank Secrecy Act), is due not later than 180 days after the event, and the calendar year of the event becomes the first year of a new two-year registration period (31 CFR 1022.380(b)(4); FinCEN, MSB Registration page). Paragraph (b)(4) lists no other re-registration events. Separately, an MSB that must register renews for each two-calendar-year period by December 31 of the year before the period starts (31 CFR 1022.380(b)(2)-(3)).

Can a funding round trigger FinCEN re-registration for an MSB?

It can, in two ways (31 CFR 1022.380(b)(4)). A transfer of more than 10 percent of the MSB's voting power or equity interests triggers re-registration with FinCEN (the Financial Crimes Enforcement Network, the Treasury bureau that administers the Bank Secrecy Act), unless the MSB must report the transfer to the Securities and Exchange Commission (SEC). And if the MSB is registered as an MSB under a state's law and the round is a change in ownership or control that requires it to re-register under that state's law, it must also re-register with FinCEN; whether a state's change-of-control approval counts as re-registration is a state-by-state question. In either case the new registration form is due not later than 180 days after the event. The rule does not say whether smaller transfers are added together or how transfers at a parent company are treated under the 10 percent test, so work through those points before closing. State law may also require approval of a change of control. Under the model law published by the Conference of State Bank Supervisors (CSBS), which applies only in states that enact it and can differ by state, that approval generally comes before control is acquired, but the model lists exceptions, such as a public offering or an internal reorganization that leaves the ultimate person in control unchanged, and most of those need only notice, within 15 days after the acquisition in the model's bracketed text (CSBS Money Transmission Modernization Act § 6.01(a), (j), (k)). A third FinCEN trigger, a more than 50 percent increase in agents during a registration period, does not come from a funding round.

Does re-registering change an MSB's FinCEN renewal date?

It can. Re-registration is due not later than 180 days after a triggering event: for an MSB registered under a state's law, a change in ownership or control requiring re-registration under state law; and, for any MSB that must register, a transfer of more than 10 percent of its voting power or equity interests (other than one the MSB must report to the Securities and Exchange Commission) or a more than 50 percent increase in its agents during a registration period. The calendar year in which the triggering change, transfer or increase occurs is treated as the first year of a new two-year registration period (31 CFR 1022.380(b)(4)), and the next renewal is due by the last day of that new period's second calendar year (31 CFR 1022.380(b)(3)). So the renewal date changes only if the new period differs from the MSB's existing one. For an event in 2026, the new period is 2026-2027 and the next renewal is due by December 31, 2027: a later date for an MSB whose current period is 2025-2026 (renewal otherwise due December 31, 2026), but no change for one whose current period is already 2026-2027.

General information, not legal advice. Checked against the cited primary sources in October 2026.