[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2603 Introduced in House (IH)]
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118th CONGRESS
1st Session
H. R. 2603
To require the Securities and Exchange Commission to revise certain
thresholds related to smaller reporting companies, accelerated filers,
and large accelerated filers, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
April 13, 2023
Mr. Luetkemeyer introduced the following bill; which was referred to
the Committee on Financial Services
_______________________________________________________________________
A BILL
To require the Securities and Exchange Commission to revise certain
thresholds related to smaller reporting companies, accelerated filers,
and large accelerated filers, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SMALLER REPORTING COMPANY, ACCELERATED FILER, AND LARGE
ACCELERATED FILER THRESHOLDS.
(a) Smaller Reporting Companies.--
(1) In general.--The Securities and Exchange Commission
shall revise the definition of a ``smaller reporting company''
under section 229.10(f)(1) of title 17, Code of Federal
Regulations--
(A) in paragraph (i), by adjusting the public float
threshold from $250,000,000 to $500,000,000; and
(B) in paragraph (ii)--
(i) by adjusting the annual revenue
threshold from $100,000,000 to $250,000,000;
and
(ii) in paragraph (B), by adjusting the
public float threshold from $700,000,000 to
$900,000,000.
(2) Use of three-year rolling average revenues.--The
Securities and Exchange Commission shall revise paragraphs
(1)(ii) and (2)(iii)(B) under the definition of ``smaller
reporting company'' under section 229.10(f)(1) of title 17,
Code of Federal Regulations, by substituting ``three-year
rolling average revenues'' for ``annual revenues''.
(3) Conforming changes.--The Securities and Exchange
Commission shall revise the definition of a ``smaller reporting
company'' under sections 230.405 and 240.12b-2 of title 17,
Code of Federal Regulations, and any other rule of the
Commission in the same manner as such definition is revised
under paragraphs (1) and (2).
(b) Accelerated Filers and Large Accelerated Filers.--
(1) Large accelerated filer.--The Securities and Exchange
Commission shall revise the definition of a ``large accelerated
filer'' under section 240.12b-2(2) of title 17, Code of Federal
Regulations, to increase the threshold amount (for the
aggregate worldwide market value of the voting and non-voting
common equity held by non-affiliates of an issuer) from
$700,000,000 to $750,000,000.
(2) Threshold to exit accelerated filer status.--The
Securities and Exchange Commission shall revise section
240.12b-2(3)(ii) of title 17, Code of Federal Regulations, to
increase the threshold amount (for the aggregate worldwide
market value of the voting and non-voting common equity held by
non-affiliates of an issuer) at which an issuer is no longer an
accelerated filer from $60,000,000 to $75,000,000.
(3) Threshold to exit large accelerated filer status.--The
Securities and Exchange Commission shall revise section
240.12b-2(3)(iii) of title 17, Code of Federal Regulations, to
increase the threshold amount (for the aggregate worldwide
market value of the voting and non-voting common equity held by
non-affiliates of an issuer) at which an issuer is no longer a
large accelerated filer from $560,000,000 to $750,000,000.
(4) Exclusion of smaller reporting companies.--The
Securities and Exchange Commission shall revise the definitions
of an ``accelerated filer'' and a ``large accelerated filer''
under paragraphs (1) and (2) of section 240.12b-2 of title 17,
Code of Federal Regulations, respectively, to exclude any
issuer that is a smaller reporting company, as defined under
section 229.10(f)(1) of title 17, Code of Federal Regulations.
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