By Matthew Gordon, Esq. | E3 Legal Advisors PLLC | July 2026
Since the passage of the RIA — the EB-5 Reform and Integrity Act — in 2022, the industry has clamored for rules to fill in the gaps so we could all understand how things are supposed to work. We’re now more than four years, or 80 percent, through the original five-year authorization period, and we finally have the proposed rules. On July 2, DHS published the notice of proposed rulemaking (91 Fed. Reg. 40676). Time will tell if it was worth the wait. Whether you love it or hate it, it’s a big one — 358 pages in the public-inspection version. Maybe it’s a bit of revenge for all the times we’ve filed multi-thousand-page I-956F and I-526/I-526E filings. I’ll leave the general summary to the reader; in this day of AI, anyone can type a summary prompt into ChatGPT or Claude as fast as they can type “how do I make Doritos-flavored mac and cheese without using Doritos.” Ah, progress.
When Does This Actually Take Effect?
Before we get into the substance, the most interesting fight is in the setup: when this becomes effective. On Page 256, the proposed rule discusses the Administrative Procedure Act and takes the position that it may treat the rule as exempt from the APA’s usual notice-and-comment process and its 30-day delayed-effective-date requirement, because under 5 U.S.C. § 553(a)(1) it involves “a military or foreign affairs function of the United States.” On its face, it seems pretty odd that a purely domestic job-creation program is a ‘foreign affairs function.’ In footnote 149, they attempt a legal rationale. The problem is that a court recently rejected a broad version of this foreign-affairs theory for an immigration rule in Amica Center v. EOIR (D.D.C., March 8, 2026), stressing that the exception is narrow and cannot swallow every rule that touches immigration. DHS will argue that EB-5 is different because of its foreign-investment and national-security overlay, but that is a hard sell for what is, at bottom, a domestic jobs program. DHS seems to implicitly concede the point by saying it is following the APA timeline voluntarily.
Why does this matter? Because it drives when a final rule actually takes effect. If DHS asserts the foreign-affairs claim, the rule could be effective the day the final rule is published, with no 30-day waiting period — and DHS could even skip notice-and-comment, since (on its own telling) the process is voluntary. If DHS truly pushed it, an effective rule could arrive shortly after the comment period closes at the end of August 2026 — but only by cutting its own process short, which would invite the very legal challenges it seems to see coming. More likely, DHS stays on the normal APA route, and the final rule takes effect no sooner than 30 days after publication — which, given the comment volume and OMB review, points to somewhere around the middle of 2027. All of this assumes Congress renews or extends the Regional Center Program by September 30, 2027. If it doesn’t, the prospective value of many of the regional-center rules falls away — though plenty would still matter for pending investors, I-829s, enforcement, and standalone EB-5. Here’s hoping the effort itself is a sign DHS will support a renewal.
To Bridge or Not to Bridge
For sponsors, one of the biggest possible changes is with bridge loans. The proposed regulatory text would actually eliminate them — jobs attributable to any financing repaid with EB-5 capital could no longer be claimed — but DHS is expressly inviting comment on whether to restrict rather than eliminate, say with maturity limits and caps tied to project cost. In my view, this has been building for a while; from the way RFE questions about these loans have come in over the years, you could just tell USCIS didn’t like them. The theory is that repaying a prior loan (or any other prior invested capital) doesn’t create jobs. The money is already in, the jobs are essentially in the bank, so EB-5 capital is no longer the ‘but for’ cause of the new job creation. At first blush, that sounds exactly right. But in practice, a real bridge is specifically structured to be repaid by EB-5 capital — the lender is only agreeing to make the loan because EB-5 money is coming to take it out. On those facts, the jobs would only be created because of EB-5 capital, which preserves the sanctity of EB-5 capital’s role in job creation. The real problem, I think, is that a lot of the time it wasn’t even bridge.
And bridge loans earn their keep. One of their great benefits is that they reduce the timing uncertainty in almost every EB-5 raise. Raising EB-5 capital is an exercise in herding cats — $800,000 per kitty — and project finance likes its money in place at the same time. Bridge loans quite literally bridge that gap.
The facially simple fix is to restrict bridge financing to ‘true’ bridge financing. Some people think of that as a one-to-three-year term loan, or one repaid within the year after construction is complete. But what happens if the EB-5 raise takes a lot longer and the term has to be extended out of necessity? If the intent was genuine, shouldn’t a longer-term loan still count as a bridge? Then again, wouldn’t it be odd for two otherwise identical loans to get differing treatment, but for a statement of intent in the loan agreement?
What a Workable Bridge Rule Would Look Like
If DHS restricts rather than eliminates, the answer is an objective safe harbor, not a vibe check on ‘intent.’ Something like this: the bridge proceeds have to fund eligible, job-creating project costs; the financing has to be documented as temporary when it’s incurred — expected to be taken out by EB-5 or another identified permanent source; EB-5 money can repay only eligible principal actually spent on the project, not unrelated debt or a sponsor cash-out; there’s a presumptive maturity cap, with room for documented commercial extensions; and the amount EB-5 is allowed to replace is capped as a share of total project cost. Draw those lines and ‘bridge’ stops being a label you can staple on after the fact.
Does Filing Now Protect You?
Because the rules won’t be final for a while, sponsors and counsel should have time to get a last round of bridge-financed deals through before the new regime kicks in. What to watch carefully is whether DHS tries to short-circuit the ordinary process by leaning on the foreign-affairs exception to justify an immediate effective date.
There’s also a more technical reason to think the window is real — though it’s not a clean safe harbor, and it deserves its own comment. As proposed, the rule applies prospectively: it governs petitions and applications filed on or after the effective date (see the implementation discussion and proposed 8 C.F.R. § 204.400). Read literally, an I-956F filed before the effective date should be judged under the bridge-financing policy in place when it was filed. The wrinkle is that regional-center eligibility is actually adjudicated through each investor’s I-526E, with the approved I-956F incorporated by reference — and an I-526E filed after the effective date is itself a ‘petition filed on or after the effective date.’ So a sponsor could file the I-956F now, keep raising investors after the rule takes effect, and then find USCIS applying the new bridge rule to those later I-526Es. There’s a strong carry-forward argument — the project-level job-creation finding is fixed at I-956F approval and the investors rely on it — but it isn’t airtight, and the promise lives only in the preamble (proposed § 204.400 keys its one hard line to the RIA’s March 15, 2022 date, not this rule’s effective date). So file before the effective date, but don’t treat the I-956F alone as a complete shield — and use the comment period to ask DHS to write an express transition rule into the regulation that keeps the pre-rule bridge standards for any I-956F filed before the effective date and for every I-526E tied to it, whenever filed or adjudicated.
A Few Other Things Worth Watching
A handful of other provisions deserve their own posts, and I (and others) will get to them:
- The new $1,400,000 investment amount for high-employment areas.
- Section 204.434’s non-disclosure rule for ‘critical project specifics.’ In short, projects would have to withhold certain sensitive information from investors — which sits awkwardly next to federal and state securities-law disclosure duties, and the proposal reaches beyond infrastructure projects. The real bind isn’t whether truly sensitive details can be withheld; it’s how an issuer satisfies a DHS gag rule and its securities-law duty to disclose material risks and conflicts at the same time. (One can only imagine how vital the color of the draperies in a multifamily project is to national security.)
- Redeployment, squeezed: limited to regional-center investors, subject to a three-month redeployment clock, with no parking in passive or secondary-market securities — and mandatory regional-center termination for getting it wrong.
- A new performance-audit and five-year recordkeeping regime, backed by monetary penalties of up to 10 percent of all invested capital.
© 2026 Matthew Gordon, E3 Legal Advisors PLLC. This blog post is for informational purposes only and does not constitute legal advice.