I
118THCONGRESS
1
STSESSION H. R. 2603
To require the Securities and Exchange Commission to revise certain thresh-
olds related to smaller reporting companies, accelerated filers, and large
accelerated filers, and for other purposes.
IN THE HOUSE OF REPRESENTATIVES
APRIL13, 2023
Mr. L
UETKEMEYERintroduced 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 Representa-1
tives of the United States of America in Congress assembled, 2
SECTION 1. SMALLER REPORTING COMPANY, ACCELER-3
ATED FILER, AND LARGE ACCELERATED 4
FILER THRESHOLDS. 5
(a) S
MALLERREPORTINGCOMPANIES.— 6
(1) I
N GENERAL.—The Securities and Ex-7
change Commission shall revise the definition of a 8
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•HR 2603 IH
‘‘smaller reporting company’’ under section 1
229.10(f)(1) of title 17, Code of Federal Regula-2
tions— 3
(A) in paragraph (i), by adjusting the pub-4
lic float threshold from $250,000,000 to 5
$500,000,000; and 6
(B) in paragraph (ii)— 7
(i) by adjusting the annual revenue 8
threshold from $100,000,000 to 9
$250,000,000; and 10
(ii) in paragraph (B), by adjusting the 11
public float threshold from $700,000,000 12
to $900,000,000. 13
(2) U
SE OF THREE-YEAR ROLLING AVERAGE 14
REVENUES.—The Securities and Exchange Commis-15
sion shall revise paragraphs (1)(ii) and (2)(iii)(B) 16
under the definition of ‘‘smaller reporting company’’ 17
under section 229.10(f)(1) of title 17, Code of Fed-18
eral Regulations, by substituting ‘‘three-year rolling 19
average revenues’’ for ‘‘annual revenues’’. 20
(3) C
ONFORMING CHANGES .—The Securities 21
and Exchange Commission shall revise the definition 22
of a ‘‘smaller reporting company’’ under sections 23
230.405 and 240.12b–2 of title 17, Code of Federal 24
Regulations, and any other rule of the Commission 25
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in the same manner as such definition is revised 1
under paragraphs (1) and (2). 2
(b) A
CCELERATEDFILERS ANDLARGEACCELER-3
ATEDFILERS.— 4
(1) L
ARGE ACCELERATED FILER .—The Securi-5
ties and Exchange Commission shall revise the defi-6
nition of a ‘‘large accelerated filer’’ under section 7
240.12b–2(2) of title 17, Code of Federal Regula-8
tions, to increase the threshold amount (for the ag-9
gregate worldwide market value of the voting and 10
non-voting common equity held by non-affiliates of 11
an issuer) from $700,000,000 to $750,000,000. 12
(2) T
HRESHOLD TO EXIT ACCELERATED FILER 13
STATUS.—The Securities and Exchange Commission 14
shall revise section 240.12b–2(3)(ii) of title 17, Code 15
of Federal Regulations, to increase the threshold 16
amount (for the aggregate worldwide market value 17
of the voting and non-voting common equity held by 18
non-affiliates of an issuer) at which an issuer is no 19
longer an accelerated filer from $60,000,000 to 20
$75,000,000. 21
(3) T
HRESHOLD TO EXIT LARGE ACCELERATED 22
FILER STATUS.—The Securities and Exchange Com-23
mission shall revise section 240.12b–2(3)(iii) of title 24
17, Code of Federal Regulations, to increase the 25
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threshold amount (for the aggregate worldwide mar-1
ket value of the voting and non-voting common eq-2
uity held by non-affiliates of an issuer) at which an 3
issuer is no longer a large accelerated filer from 4
$560,000,000 to $750,000,000. 5
(4) E
XCLUSION OF SMALLER REPORTING COM -6
PANIES.—The Securities and Exchange Commission 7
shall revise the definitions of an ‘‘accelerated filer’’ 8
and a ‘‘large accelerated filer’’ under paragraphs (1) 9
and (2) of section 240.12b–2 of title 17, Code of 10
Federal Regulations, respectively, to exclude any 11
issuer that is a smaller reporting company, as de-12
fined under section 229.10(f)(1) of title 17, Code of 13
Federal Regulations. 14
Æ
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