H.R. 2773House118th Congress (2023-2025)In Committee

To amend the definition of an accredited investor to include individuals receiving advice from certain professionals, and for other purposes.

AI-Generated Summary

Updated January 20, 2026 at 6:32 AM UTC

The bill changes the federal definition of an "accredited investor" under the Securities Act of 1933. It adds a new category for individuals who receive personalized investment advice or recommendations from professionals covered by a specific SEC rule. This expands who can qualify as an accredited investor, affecting private‑placement investors and the securities firms that advise them.

Key Provisions

Amends the definition of "accredited investor" to include any individual who gets individualized investment advice or recommendations from a professional described in SEC regulation 203.501(a)(10).
Provides definitions for "investment advice" and "investment recommendation" that align with existing definitions in the Investment Advisers Act and SEC regulations.
Requires the SEC to update its rules, including regulation 203.501(a), and any other related definitions, to reflect the new category of accredited investors.

Legislative Activity

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1 earlier action

HouseIntro Referral Latest Action

Referred to the House Committee on Financial Services.

Financial Services Committee

April 20, 2023

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HouseIntro Referral

Introduced in House

April 20, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

April 20, 2023

Bill Text

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Introduced in HouseIssued April 20, 2023

118th CONGRESS

1st Session

H. R. 2773

IN THE HOUSE OF REPRESENTATIVES

April 20, 2023

Mr. McHenry introduced the following bill; which was referred to the Committee on Financial Services

A BILL

To amend the definition of an accredited investor to include individuals receiving advice from certain professionals, and for other purposes.

Accredited investors include individuals receiving advice from certain professionals

(a)

Securities Act of 1933

Section 2(a)(15) of the Securities Act of 1933 (15 U.S.C. 77b(a)(15)) is amended—

(1)

by striking (15) The term accredited investor shall mean— and inserting the following:

(15)

Accredited investor

(A)

In general

The term accredited investor means—

;

(2)

in clause (i), by striking or at the end;

(3)

in clause (ii), by striking the period at the end and inserting ; or;

(4)

by adjusting the indentation of clauses (i) and (ii) by moving such clauses 2 ems to the right; and

(5)

by adding at the end the following:

(iii)

any individual receiving individualized investment advice or individualized investment recommendations with respect to the applicable transaction from an individual described under section 203.501(a)(10) of title 17, Code of Federal Regulations.

(B)

Definitions

In subparagraph (A)(iii):

(i)

Investment advice

The term investment advice shall be interpreted consistently with the interpretation of the phrase engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities under section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(11)).

(ii)

Investment recommendation

The term investment recommendation shall be interpreted consistently with the interpretation of the term recommendation under section 240.15l–1 of title 17, Code of Federal Regulations.

(b)

Conforming changes to regulations

The Securities and Exchange Commission shall revise section 203.501(a) of title 17, Code of Federal Regulations, and any other definition of accredited investor in a rule of the Commission in the same manner as such definition is revised under subsection (a).