H.R. 2607 – Reading Mode

118th CONGRESS

1st Session

H. R. 2607

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.

Short title

This Act may be cited as the Improving Crowdfunding Opportunities Act.

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).