I
118THCONGRESS
1
STSESSION 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
APRIL13, 2023
Mr. M
CHENRYintroduced 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 trans-
actions, 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. SHORT TITLE. 3
This Act may be cited as the ‘‘Improving 4
Crowdfunding Opportunities Act’’. 5
SEC. 2. CROWDFUNDING REVISIONS. 6
(a) E
XEMPTIONFROMSTATEREGULATION.—Sec-7
tion 18(b)(4)(A) of the Securities Act of 1933 (15 U.S.C. 8
77r(b)(4)(A)) is amended by striking ‘‘pursuant to sec-9
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tion’’ and all that follows through the semicolon at the 1
end and inserting the following: ‘‘pursuant to— 2
‘‘(i) section 13 or 15(d) of the Securi-3
ties Exchange Act of 1934 (15 U.S.C. 4
78m, 78o(d)); or 5
‘‘(ii) section 4A(b) or any regulation 6
issued under that section;’’. 7
(b) L
IABILITY FORMATERIALMISSTATEMENTS AND 8
O
MISSIONS.—Section 4A(c) of the Securities Act of 1933 9
(15 U.S.C. 77d–1(c)) is amended— 10
(1) by redesignating paragraph (3) as para-11
graph (4); and 12
(2) by inserting after paragraph (2) the fol-13
lowing: 14
‘‘(3) L
IABILITY OF FUNDING PORTALS .—For 15
the purposes of this subsection, a funding portal, as 16
that term is defined in section 3(a) of the Securities 17
Exchange Act of 1934 (15 U.S.C. 78c(a)), shall not 18
be considered to be an issuer unless, in connection 19
with the offer or sale of a security, the funding por-20
tal knowingly— 21
‘‘(A) makes any untrue statement of a ma-22
terial fact or omits to state a material fact in 23
order to make the statements made, in light of 24
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the circumstances under which they are made, 1
not misleading; or 2
‘‘(B) engages in any act, practice, or 3
course of business which operates or would op-4
erate as a fraud or deceit upon any person.’’. 5
(c) A
PPLICABILITY OF BANKSECRECYACTRE-6
QUIREMENTS.— 7
(1) S
ECURITIES ACT OF 1933.—Section 4A(a) of 8
the Securities Act of 1933 (15 U.S.C. 77d–1(a)) is 9
amended— 10
(A) in paragraph (11), by striking ‘‘and’’ 11
at the end; 12
(B) in paragraph (12), by striking the pe-13
riod at the end and inserting ‘‘; and’’; and 14
(C) by adding at the end the following: 15
‘‘(13) not be subject to the recordkeeping and 16
reporting requirements relating to monetary instru-17
ments under subchapter II of chapter 53 of title 31, 18
United States Code.’’. 19
(2) T
ITLE 31, UNITED STATES CODE .—Section 20
5312 of title 31, United States Code, is amended by 21
striking subsection (c) and inserting the following: 22
‘‘(c) A
DDITIONALCLARIFICATION.—The term ‘finan-23
cial institution’ (as defined in subsection (a))— 24
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‘‘(1) includes any futures commission merchant, 1
commodity trading advisor, or commodity pool oper-2
ator registered, or required to register, under the 3
Commodity Exchange Act (7 U.S.C. 1 et seq.); and 4
‘‘(2) does not include a funding portal, as that 5
term is defined in section 3(a) of the Securities Ex-6
change Act of 1934 (15 U.S.C. 78c(a)).’’. 7
(d) P
ROVISION OFIMPERSONALINVESTMENTAD-8
VICE ANDRECOMMENDATIONS .—Section 3(a) of the Secu-9
rities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amend-10
ed— 11
(1) by redesignating the second paragraph (80) 12
(relating to funding portals) as paragraph (81); and 13
(2) in paragraph (81)(A), as so redesignated, 14
by inserting after ‘‘recommendations’’ the following: 15
‘‘(other than by providing impersonal investment ad-16
vice by means of written material, or an oral state-17
ment, that does not purport to meet the objectives 18
or needs of a specific individual or account)’’. 19
(e) T
ARGETAMOUNTS OFCERTAINEXEMPTEDOF-20
FERINGS.—The Securities and Exchange Commission 21
shall amend paragraph (t)(1) of section 227.201 of title 22
17, Code of Federal Regulations so that such paragraph 23
applies with respect to an issuer offering or selling securi-24
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ties in reliance on section 4(a)(6) of the Securities Act 1
of 1933 (15 U.S.C. 77d(a)(6)) if— 2
(1) the offerings of such issuer, together with 3
all other amounts sold under such section 4(a)(6) 4
within the preceding 12-month period, have, in the 5
aggregate, a target amount of more than $124,000 6
but not more than $250,000; 7
(2) the financial statements of such issuer that 8
have either been reviewed or audited by a public ac-9
countant that is independent of the issuer are un-10
available at the time of filing; and 11
(3) such issuer provides a statement that finan-12
cial information certified by the principal executive 13
officer of the issuer has been provided instead of fi-14
nancial statements reviewed by a public accountant 15
that is independent of the issuer. 16
(f) E
XEMPTIONAVAILABLE TOINVESTMENTCOMPA-17
NIES.—Section 4A(f) of the Securities Act of 1933 (15 18
U.S.C. 77d–1(f)) is amended— 19
(1) in paragraph (2), by inserting ‘‘or’’ after 20
the semicolon; 21
(2) by striking paragraph (3); and 22
(3) by redesignating paragraph (4) as para-23
graph (3). 24
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(g) NON-ACCREDITEDINVESTORREQUIREMENTS.— 1
Section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 2
77d(a)(6)) is amended— 3
(1) in subparagraph (A), by striking 4
‘‘$1,000,000’’ and inserting ‘‘$10,000,000’’; and 5
(2) in subparagraph (B), by striking ‘‘does not 6
exceed’’ and all that follows through ‘‘more than 7
$100,000’’ and inserting ‘‘does not exceed 10 per-8
cent of the annual income or net worth of such in-9
vestor’’. 10
(h) T
ECHNICALCORRECTION.—The Securities Act of 11
1933 (15 U.S.C. 77a et seq.) is amended— 12
(1) by striking the term ‘‘section 4(6)’’ each 13
place such term appears and inserting ‘‘section 14
4(a)(6)’’; and 15
(2) by striking the term ‘‘section 4(6)(B)’’ each 16
place such term appears and inserting ‘‘section 17
4(a)(6)(B)’’. 18
Æ
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