This bill, the Business Owners Protection Act of 2025, targets unused authorities of the Securities and Exchange Commission that were created under the Dodd-Frank Act. It provides that any authority giving the SEC discretion to impose private-entity requirements—and for which the Commission had not issued a notice of proposed rulemaking or guidance before January 1, 2025—be terminated upon enactment.
The bill also requires the SEC to publish, within 180 days of enactment, a publicly available list identifying every terminated authority, including those created through amendments to the Securities Exchange Act by Dodd-Frank.
The purpose is to reduce potential regulatory creep by eliminating dormant powers while increasing transparency around what authorities remain in effect. The mechanism is narrowly tailored to dormant, discretionary authorities and does not alter active SEC powers outside the Dodd-Frank framework.
At a Glance
What It Does
The act terminates unused SEC authorities that were established under Dodd-Frank if they give discretion to require private entities and lacked NPRMs or guidance before 2025. It also mandates a public list within 180 days identifying each terminated authority.
Who It Affects
The termination affects the Securities and Exchange Commission's portfolio of authorities and, indirectly, private-entity requirements that could have been imposed. It also touches market participants who would be subject to such discretionary rules and the Congress that must receive and publish the termination list.
Why It Matters
This creates regulatory clarity by removing dormant powers and improves transparency about which authorities have been terminated, reducing uncertainty for market participants and compliance teams.
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What This Bill Actually Does
The Business Owners Protection Act of 2025 focuses on unused powers that the SEC gained under the Dodd-Frank Act. Specifically, it targets authorities that would allow the SEC to require private entities to meet certain requirements, but only if the SEC had not issued a proposed rulemaking or guidance by January 1, 2025.
For those authorities, the act terminates them on the date the bill becomes law. The definition of these authorities includes those created for the SEC through amendments to the Securities Exchange Act by Dodd-Frank.
In addition, the bill requires the SEC to prepare and publish, within 180 days of enactment, a list enumerating each terminated authority. This list must be publicly accessible and provided to Congress.
The overall intent is to prevent dormant regulatory powers from becoming active in the future while ensuring lawmakers and market participants know exactly which authorities were terminated and why.Taken together, these provisions are meant to curb potential regulatory expansion that could arise from dormant powers while increasing accountability and visibility around the SEC’s authority post-Dodd-Frank amendments. The bill does not alter other SEC authorities or ongoing regulatory programs outside the Dodd-Frank framework.
The Five Things You Need to Know
The bill adds a new subsection (e) to Section 23 of the Securities Exchange Act to terminate unused authorities.
Termination applies to Dodd-Frank authorities that give discretion to impose private-entity requirements and lacked NPRMs or guidance before 2025.
Enactment date triggers termination for eligible authorities identified under the bill.
The SEC must publish within 180 days a publicly accessible list of all terminated authorities.
The measure targets only authorities established or amended under Dodd-Frank; other SEC powers remain outside its scope.
Section-by-Section Breakdown
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Short title
This section names the act as the Business Owners Protection Act of 2025, establishing its official citation and allowing Congress and agencies to reference the bill consistently in policy discussions and future rulemaking.
Termination of unused authorities
This section adds subsection (e) to section 23 of the Securities Exchange Act of 1934. It provides that, with respect to authorities established under the Dodd-Frank Act that allow discretionary private-entity requirements and for which the Commission had not issued a notice of proposed rulemaking or guidance before January 1, 2025, such authorities are terminated on enactment. It clarifies that references to Dodd-Frank authorities include those created through amendments to this Act. Finally, it requires the SEC to submit and publish a publicly available list of every terminated authority no later than 180 days after enactment, making the action transparent to Congress and the public.
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Explore Finance in Codify Search →Who Benefits and Who Bears the Cost
Every bill creates winners and losers. Here's who stands to gain and who bears the cost.
Who Benefits
- Securities and Exchange Commission staff and leadership gain clearer statutory boundaries, reducing the scope of dormant authorities that require active oversight.
- Private entities that would have faced discretionary private-entity requirements under dormant Dodd-Frank authorities face reduced compliance risk and potential costs.
- Issuers and investors benefit from a more predictable regulatory environment with fewer dormant powers potentially influencing rulemaking.
- Congress and the public gain transparency through a publicly available list of terminated authorities.
Who Bears the Cost
- The Securities and Exchange Commission bears administrative costs to identify all applicable authorities and to publish the 180-day termination list.
- Congressional staff time is required to receive, review, and respond to the SEC’s termination list and any associated inquiries.
- Market participants may incur minor ongoing monitoring costs to stay informed about which authorities were terminated and how this affects compliance expectations.
Key Issues
The Core Tension
Terminating unused Dodd-Frank authorities reduces potential future rulemaking and compliance costs but may also eliminate regulatory tools that could be useful if market conditions change.
The bill presents a straightforward deregulatory impulse by removing dormant authorities, but it also raises questions about potential missed tools for future investor protection or market stability. The requirement to publish a termination list enhances transparency, yet the practical impact depends on the breadth of authorities categorized as dormant and the speed with which market participants adapt to the clarified landscape.
In implementation, determining which powers count as ‘authorities’ under Dodd-Frank and whether any related guidance or rulemaking obligations existed before 2025 could produce edge cases requiring clarification.
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