[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2607 Introduced in House (IH)]
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118th CONGRESS
1st Session
H. R. 2607
To amend the Securities Act of 1933 to preempt State securities law
requiring registration for secondary transactions, and for other
purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
April 13, 2023
Mr. McHenry introduced the following bill; which was referred to the
Committee on Financial Services
_______________________________________________________________________
A BILL
To amend the Securities Act of 1933 to preempt State securities law
requiring registration for secondary transactions, 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. SHORT TITLE.
This Act may be cited as the ``Improving Crowdfunding Opportunities
Act''.
SEC. 2. CROWDFUNDING REVISIONS.
(a) Exemption From State Regulation.--Section 18(b)(4)(A) of the
Securities Act of 1933 (15 U.S.C. 77r(b)(4)(A)) is amended by striking
``pursuant to section'' and all that follows through the semicolon at
the end and inserting the following: ``pursuant to--
``(i) section 13 or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m, 78o(d));
or
``(ii) section 4A(b) or any regulation
issued under that section;''.
(b) Liability for Material Misstatements and Omissions.--Section
4A(c) of the Securities Act of 1933 (15 U.S.C. 77d-1(c)) is amended--
(1) by redesignating paragraph (3) as paragraph (4); and
(2) by inserting after paragraph (2) the following:
``(3) Liability of funding portals.--For the purposes of
this subsection, a funding portal, as that term is defined in
section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C.
78c(a)), shall not be considered to be an issuer unless, in
connection with the offer or sale of a security, the funding
portal knowingly--
``(A) makes any untrue statement of a material fact
or omits to state a material fact in order to make the
statements made, in light of the circumstances under
which they are made, not misleading; or
``(B) engages in any act, practice, or course of
business which operates or would operate as a fraud or
deceit upon any person.''.
(c) Applicability of Bank Secrecy Act Requirements.--
(1) Securities act of 1933.--Section 4A(a) of the
Securities Act of 1933 (15 U.S.C. 77d-1(a)) is amended--
(A) in paragraph (11), by striking ``and'' at the
end;
(B) in paragraph (12), by striking the period at
the end and inserting ``; and''; and
(C) by adding at the end the following:
``(13) not be subject to the recordkeeping and reporting
requirements relating to monetary instruments under subchapter
II of chapter 53 of title 31, United States Code.''.
(2) Title 31, united states code.--Section 5312 of title
31, United States Code, is amended by striking subsection (c)
and inserting the following:
``(c) Additional Clarification.--The term `financial institution'
(as defined in subsection (a))--
``(1) includes any futures commission merchant, commodity
trading advisor, or commodity pool operator registered, or
required to register, under the Commodity Exchange Act (7
U.S.C. 1 et seq.); and
``(2) does not include a funding portal, as that term is
defined in section 3(a) of the Securities Exchange Act of 1934
(15 U.S.C. 78c(a)).''.
(d) Provision of Impersonal Investment Advice and
Recommendations.--Section 3(a) of the Securities Exchange Act of 1934
(15 U.S.C. 78c(a)) is amended--
(1) by redesignating the second paragraph (80) (relating to
funding portals) as paragraph (81); and
(2) in paragraph (81)(A), as so redesignated, by inserting
after ``recommendations'' the following: ``(other than by
providing impersonal investment advice by means of written
material, or an oral statement, that does not purport to meet
the objectives or needs of a specific individual or account)''.
(e) Target Amounts of Certain Exempted Offerings.--The Securities
and Exchange Commission shall amend paragraph (t)(1) of section 227.201
of title 17, Code of Federal Regulations so that such paragraph applies
with respect to an issuer offering or selling securities in reliance on
section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6))
if--
(1) the offerings of such issuer, together with all other
amounts sold under such section 4(a)(6) within the preceding
12-month period, have, in the aggregate, a target amount of
more than $124,000 but not more than $250,000;
(2) the financial statements of such issuer that have
either been reviewed or audited by a public accountant that is
independent of the issuer are unavailable at the time of
filing; and
(3) such issuer provides a statement that financial
information certified by the principal executive officer of the
issuer has been provided instead of financial statements
reviewed by a public accountant that is independent of the
issuer.
(f) Exemption Available to Investment Companies.--Section 4A(f) of
the Securities Act of 1933 (15 U.S.C. 77d-1(f)) is amended--
(1) in paragraph (2), by inserting ``or'' after the
semicolon;
(2) by striking paragraph (3); and
(3) by redesignating paragraph (4) as paragraph (3).
(g) Non-Accredited Investor Requirements.--Section 4(a)(6) of the
Securities Act of 1933 (15 U.S.C. 77d(a)(6)) is amended--
(1) in subparagraph (A), by striking ``$1,000,000'' and
inserting ``$10,000,000''; and
(2) in subparagraph (B), by striking ``does not exceed''
and all that follows through ``more than $100,000'' and
inserting ``does not exceed 10 percent of the annual income or
net worth of such investor''.
(h) Technical Correction.--The Securities Act of 1933 (15 U.S.C.
77a et seq.) is amended--
(1) by striking the term ``section 4(6)'' each place such
term appears and inserting ``section 4(a)(6)''; and
(2) by striking the term ``section 4(6)(B)'' each place
such term appears and inserting ``section 4(a)(6)(B)''.
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