I
119THCONGRESS
1
STSESSION H. R. 2441
To provide for the electronic delivery of certain regulatory document required
under the securities laws.
IN THE HOUSE OF REPRESENTATIVES
MARCH27, 2025
Mr. H
UIZENGA(for himself, Mr. SHERMAN, Mr. STEIL, and Mr.
A
UCHINCLOSS) introduced the following bill; which was referred to the
Committee on Financial Services
A BILL
To provide for the electronic delivery of certain regulatory
document required under the securities laws.
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 Disclosure 4
for Investors Act of 2025’’. 5
SEC. 2. ELECTRONIC DELIVERY. 6
(a) P
ROMULGATION OF RULES.—Not later than 180 7
days after the date of the enactment of this section, the 8
Securities and Exchange Commission shall propose and, 9
not later than 1 year after the date of the enactment of 10
VerDate Sep 11 2014 02:30 Apr 03, 2025 Jkt 059200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H2441.IH H2441
kjohnson on DSK7ZCZBW3PROD with $$_JOB 2
•HR 2441 IH
this section, the Commission shall finalize, rules, regula-1
tions, amendments, or interpretations, as appropriate, to 2
allow a covered entity to satisfy the entity’s obligation to 3
deliver regulatory documents required under the securities 4
laws to investors using electronic delivery. 5
(b) R
EQUIREDPROVISIONS.—Rules, regulations, 6
amendments, or interpretations the Commission promul-7
gates pursuant to subsection (a) shall: 8
(1) With respect to investors that do not receive 9
all regulatory documents by electronic delivery, pro-10
vide for— 11
(A) delivery of an initial communication in 12
paper form regarding electronic delivery; 13
(B) a transition period not to exceed 180 14
days until such regulatory documents are deliv-15
ered to such investors by electronic delivery; 16
and 17
(C) during a period not to exceed 2 years 18
following the transition period set forth in sub-19
paragraph (B), delivery of an annual notice in 20
paper form solely reminding such investors of 21
the ability to opt out of electronic delivery at 22
any time and receive paper versions of regu-23
latory documents. 24
VerDate Sep 11 2014 02:30 Apr 03, 2025 Jkt 059200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H2441.IH H2441
kjohnson on DSK7ZCZBW3PROD with $$_JOB 3
•HR 2441 IH
(2) Set forth requirements for the content of 1
the initial communication described in paragraph 2
(1)(A). 3
(3) Set forth requirements for the timing of de-4
livery of a notice of website availability of regulatory 5
documents and the content of the appropriate notice 6
described in subsection (f)(3)(B). 7
(4) Provide a mechanism for investors to opt 8
out of electronic delivery at any time and receive 9
paper versions of regulatory documents. 10
(5) Require measures reasonably designed to 11
identify and remediate failed electronic deliveries of 12
regulatory documents. 13
(6) Set forth minimum requirements regarding 14
readability and retainability for regulatory docu-15
ments that are delivered electronically. 16
(7) For covered entities other than brokers, 17
dealers, investment advisers registered with the 18
Commission, and investment companies, require 19
measures reasonably designed to ensure the con-20
fidentiality of personal information in regulatory 21
documents that are delivered to investors electroni-22
cally. 23
(c) R
ULE OFCONSTRUCTION.—Nothing in this sec-24
tion shall be construed as altering the substance or timing 25
VerDate Sep 11 2014 02:30 Apr 03, 2025 Jkt 059200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H2441.IH H2441
kjohnson on DSK7ZCZBW3PROD with $$_JOB 4
•HR 2441 IH
of any regulatory document obligation under the securities 1
laws or regulations of a self-regulatory organization. 2
(d) T
REATMENT OFREVISIONSNOTCOMPLETED IN 3
ATIMELYMANNER.—If the Commission fails to finalize 4
the rules, regulations, amendments, or interpretations re-5
quired under subsection (a) before the date specified in 6
such subsection— 7
(1) a covered entity may deliver regulatory doc-8
uments using electronic delivery in accordance with 9
subsections (b) and (c); and 10
(2) such electronic delivery shall be deemed to 11
satisfy the obligation of the covered entity to deliver 12
regulatory documents required under the securities 13
laws. 14
(e) O
THERREQUIREDACTIONS.— 15
(1) R
EVIEW OF RULES .—The Commission 16
shall— 17
(A) within 180 days of the date of enact-18
ment of this Act, conduct a review of the rules 19
and regulations of the Commission to determine 20
whether any such rules or regulations require 21
delivery of written documents to investors; and 22
(B) within 1 year of the date of enactment 23
of this Act, promulgate amendments to such 24
rules or regulations to provide that any require-25
VerDate Sep 11 2014 02:30 Apr 03, 2025 Jkt 059200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H2441.IH H2441
kjohnson on DSK7ZCZBW3PROD with $$_JOB 5
•HR 2441 IH
ment to deliver a regulatory document ‘‘in writ-1
ing’’ may be satisfied by electronic delivery. 2
(2) A
CTIONS BY SELF-REGULATORY ORGANIZA -3
TIONS.—Each self-regulatory organization shall 4
adopt rules and regulations, or amend the rules and 5
regulations of the self-regulatory organization, con-6
sistent with this Act and consistent with rules, regu-7
lations, amendments, or interpretations finalized by 8
the Commission pursuant to subsection (a). 9
(3) R
ULE OF APPLICATION .—This subsection 10
shall not apply to a rule or regulation issued pursu-11
ant to a Federal statute if that Federal statute spe-12
cifically requires delivery of written documents to in-13
vestors. 14
(f) D
EFINITIONS.—In this section: 15
(1) C
OMMISSION.—The term ‘‘Commission’’ 16
means the Securities and Exchange Commission. 17
(2) C
OVERED ENTITY.—The term ‘‘covered en-18
tity’’ means— 19
(A) an investment company (as defined in 20
section 3(a)(1) of the Investment Company Act 21
of 1940 (15 U.S.C. 80a–3(a)(1))) that is reg-22
istered under such Act; 23
(B) a business development company (as 24
defined in section 2(a) of the Investment Com-25
VerDate Sep 11 2014 02:30 Apr 03, 2025 Jkt 059200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6201 E:\BILLS\H2441.IH H2441
kjohnson on DSK7ZCZBW3PROD with $$_JOB 6
•HR 2441 IH
pany Act of 1940 (15 U.S.C. 80a–2(a))) that 1
has elected to be regulated as such under such 2
Act; 3
(C) a registered broker or dealer (as such 4
terms are defined, respectively, in paragraphs 5
(4) and (5) of section 3(a) of the Securities Ex-6
change Act of 1934 (15 U.S.C. 78c(a))); 7
(D) a registered municipal securities dealer 8
(as defined in section 3(a)(30) of the Securities 9
Exchange Act of 1934 (15 U.S.C. 78c(a)(30))); 10
(E) a registered government securities 11
broker or government securities dealer (as such 12
terms are defined, respectively, in paragraphs 13
(43) and (44) of section 3(a) of the Securities 14
Exchange Act of 1934 (15 U.S.C. 78c(a))); 15
(F) a registered investment adviser (as de-16
fined in section 202(a)(11) of the Investment 17
Advisers Act of 1940 (15 U.S.C. 80b- 18
1(a)(11))); 19
(G) a registered transfer agent (as defined 20
in section 3(a)(25) of the Securities Exchange 21
Act of 1934 (15 U.S.C. 78c(a)(25))); or 22
(H) a registered funding portal (as defined 23
in the second paragraph (80) of section 3(a) of 24
VerDate Sep 11 2014 02:30 Apr 03, 2025 Jkt 059200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6201 E:\BILLS\H2441.IH H2441
kjohnson on DSK7ZCZBW3PROD with $$_JOB 7
•HR 2441 IH
the Securities Exchange Act of 1934 (15 1
U.S.C. 78c(a))). 2
(3) E
LECTRONIC DELIVERY .—The term ‘‘elec-3
tronic delivery’’, with respect to regulatory docu-4
ments, includes— 5
(A) the direct delivery of such regulatory 6
document to an electronic address of an inves-7
tor; 8
(B) the posting of such regulatory docu-9
ment to a website and direct electronic delivery 10
of an appropriate notice of the availability of 11
the regulatory document to the investor; and 12
(C) an electronic method reasonably de-13
signed to ensure receipt of such regulatory doc-14
ument by the investor. 15
(4) R
EGULATORY DOCUMENTS .—The term 16
‘‘regulatory documents’’ includes— 17
(A) prospectuses meeting the requirements 18
of section 10(a) of the Securities Act of 1933 19
(15 U.S.C. 77j(a)); 20
(B) summary prospectuses meeting the re-21
quirements of— 22
(i) section 230.498 of title 17, Code of 23
Federal Regulations; or 24
VerDate Sep 11 2014 02:30 Apr 03, 2025 Jkt 059200 PO 00000 Frm 00007 Fmt 6652 Sfmt 6201 E:\BILLS\H2441.IH H2441
kjohnson on DSK7ZCZBW3PROD with $$_JOB 8
•HR 2441 IH
(ii) section 230.498A of title 17, Code 1
of Federal Regulations; 2
(C) statements of additional information, 3
as described under section 270.30e–3(h)(2) of 4
title 17, Code of Federal Regulations; 5
(D) annual and semi-annual reports to in-6
vestors meeting the requirements of section 7
30(e) of the Investment Company Act of 1940 8
(15 U.S.C. 80a–29(e)); 9
(E) notices meeting the requirements 10
under section 270.19a–1 of title 17, Code of 11
Federal Regulations; 12
(F) confirmations and account statements 13
meeting the requirements under section 14
240.10b of title 17, Code of Federal Regula-15
tions; 16
(G) proxy statements meeting the require-17
ments under section 240.14a–3 of title 17, 18
Code of Federal Regulations; 19
(H) privacy notices meeting the require-20
ments of Regulation S–P under subpart A of 21
part 248 of title 17, Code of Federal Regula-22
tions; 23
(I) affiliate marketing notices meeting the 24
requirements of Regulation S–AM under sub-25
VerDate Sep 11 2014 02:30 Apr 03, 2025 Jkt 059200 PO 00000 Frm 00008 Fmt 6652 Sfmt 6201 E:\BILLS\H2441.IH H2441
kjohnson on DSK7ZCZBW3PROD with $$_JOB 9
•HR 2441 IH
part B of part 248 of title 17, Code of Federal 1
Regulations; and 2
(J) all other regulatory documents re-3
quired to be delivered by covered entities to in-4
vestors under the securities laws and the rules 5
and regulations of the Commission and the self- 6
regulatory organizations. 7
(5) S
ECURITIES LAWS.—The term ‘‘securities 8
laws’’ has the meaning given the term in section 9
3(a) of the Securities Exchange Act of 1934 (15 10
U.S.C. 78c(a)). 11
(6) S
ELF-REGULATORY ORGANIZATION .—The 12
term ‘‘self-regulatory organization’’ means— 13
(A) a self-regulatory organization, as de-14
fined in section 3(a)(26) of the Securities Ex-15
change Act of 1934 (15 U.S.C. 78c(a)(26)); 16
and 17
(B) the Municipal Securities Rulemaking 18
Board. 19
(7) W
EBSITE.—The term ‘‘website’’ means an 20
internet website or other digital, internet, or elec-21
tronic-based information repository, such as a mobile 22
application, to which an investor of a covered entity 23
has been provided reasonable access. 24
Æ
VerDate Sep 11 2014 02:30 Apr 03, 2025 Jkt 059200 PO 00000 Frm 00009 Fmt 6652 Sfmt 6301 E:\BILLS\H2441.IH H2441
kjohnson on DSK7ZCZBW3PROD with $$_JOB