H.R. 2609 – SEED Act of 2023

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Updated January 20, 2026 at 6:13 AM UTC

The SEED Act adds a new micro‑offering exemption to the Securities Act of 1933, letting small issuers sell up to $250,000 of securities in a 12‑month period without filing a registration statement or providing the usual disclosures, while still obeying antifraud rules. It also requires the SEC to adopt rules within about nine months that bar companies with certain regulatory bans or securities‑related convictions from using the exemption. The bill updates state‑law exemption language to include this new micro‑offering category.

Key Provisions

Adds subsection (a)(8) and a new subsection (f) to Section 4 of the Securities Act, defining a “micro‑offering” as a sale where total securities sold in the prior 12 months do not exceed $250,000.
Directs the SEC, within 270 days of enactment, to issue rules that disqualify issuers from the exemption if they are subject to final orders from covered regulators for fraud or other misconduct, or have felony or misdemeanor convictions related to securities transactions.
Defines “covered regulator” to include state securities commissions, state banking and insurance regulators, federal banking agencies, and the National Credit Union Administration.
Amends Section 18(b)(4) of the Securities Act to add the new micro‑offering exemption to the list of state‑law exemptions.

Legislative Activity

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HouseIntro Referral Latest Action

Referred to the House Committee on Financial Services.

Financial Services Committee

April 13, 2023

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HouseIntro Referral

Introduced in House

April 13, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

April 13, 2023

Bill Text

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Introduced in HouseIssued April 13, 2023

I

118th CONGRESS

1st Session

H. R. 2609

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 provide small issuers with a micro-offering exemption free of mandated disclosures or offering filings, but subject to the antifraud provisions of the Federal securities laws, and for other purposes.

1.

Short title

This Act may be cited as the Small Entrepreneurs’ Empowerment and Development Act of 2023 or the SEED Act of 2023.

2.

Micro-offering exemption

(a)

In general

Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is amended—

(1)

in subsection (a), by adding at the end the following:

(8)

transactions meeting the requirements of subsection (f).

; and

(2)

by adding at the end the following:

(f)

Micro-Offerings

The transactions referred to in subsection (a)(8) are transactions involving the sale of securities by an issuer (including all entities controlled by or under common control with the issuer) where the aggregate amount of all securities sold by the issuer, including any amount sold in reliance on the exemption provided under subsection (a)(8), during the 12-month period preceding such transaction, does not exceed $250,000.

.

(b)

Disqualification

(1)

In general

Not later than 270 days after the date of enactment of this Act, the Securities and Exchange Commission shall, by rule, establish disqualification provisions under which an issuer shall not be eligible to offer securities pursuant to section 4(a)(8) of the Securities Act of 1933, as added by this section.

(2)

Inclusions

Disqualification provisions required by this subsection shall—

(A)

be substantially similar to the provisions of section 230.506(d) of title 17, Code of Federal Regulations (or any successor thereto); and

(B)

disqualify any offering or sale of securities by a person that—

(i)

is subject to a final order of a covered regulator that—

(I)

bars the person from—

(aa)

association with an entity regulated by the covered regulator;

(bb)

engaging in the business of securities, insurance, or banking; or

(cc)

engaging in savings association or credit union activities; or

(II)

constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct, if such final order was issued within the previous 10-year period; or

(ii)

has been convicted of any felony or misdemeanor in connection with the purchase or sale of any security or involving the making of any false filing with the Commission.

(3)

Covered regulator defined

In this subsection, the term covered regulator means—

(A)

a State securities commission (or an agency or officer of a State performing like functions);

(B)

a State authority that supervises or examines banks, savings associations, or credit unions;

(C)

a State insurance commission (or an agency or officer of a State performing like functions);

(D)

a Federal banking agency (as defined under section 3 of the Federal Deposit Insurance Act); and

(E)

the National Credit Union Administration.

(c)

Exemption under State regulations

Section 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended—

(1)

in subparagraph (F), by striking or at the end;

(2)

in subparagraph (G), by striking the period and inserting ; or; and

(3)

by adding at the end the following:

(H)

section 4(a)(8).

.