Crowdfunding Amendments Act

Summary: Crowdfunding Amendments Act This bill amends the Securities Act of 1933 to allow a crowdfunding issuer to sell shares through a crowdfunding vehicle. (Crowdfunding is a method of capital formation in which groups of people pool money to invest in a company or to support an effort to accomplish a specific goal.) A "crowdfunding vehicle" is defined as a company that:  has purposes limited to acquiring, holding, and disposing only one class of crowdfunding securities issued by a single company;  receives no compensation for doing so; and  meets&nbsp;other specified requirements, including those&nbsp;related to reporting obligations and the use of investment advisers.  The bill amends the Investment Advisers Act of 1940 to provide for the registration of crowdfunding vehicle advisers.  The bill amends the Securities Exchange Act of 1934 to revise the conditions upon which the Securities and Exchange Commission (SEC) shall exempt securities issued in crowdfunding transactions from registration requirements. Under current law, holders of crowdfunded shares do not count toward the shareholder threshold beyond which an issuer is required to register its securities with the SEC, provided that the issuer: (1) is current in its annual reporting obligations, (2) retains the services of a registered transfer agent, and (3) has less than $25 million in assets. The bill maintains this exemption but alters the&nbsp;conditions upon which it applies. Specifically, holders of crowdfunded shares shall not count toward the shareholder threshold if the issuer has: (1)&nbsp;a public float of less than $75 million, or (2) a public float&nbsp;of $0 and annual revenues of less than $50 million. 

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Crowdfunding Amendments Act''.

SEC. 2. CROWDFUNDING VEHICLES.

    (a) Amendments to the Securities Act of 1933.--The Securities Act 
of 1933 (15 U.S.C. 77a et seq.) is amended--
            (1) in section 2(a) (15 U.S.C. 77b(a)), by adding at the 
        end the following:
            ``(20) The term `crowdfunding vehicle' has the meaning 
        given the term in section 3(c)(15)(B) of the Investment Company 
        Act of 1940 (15 U.S.C. 80a-3(c)(15)(B)).'';
            (2) in section 4(a)(6) (15 U.S.C. 77d(a)(6))--
                    (A) in subparagraph (A)--
                            (i) by inserting ``, other than a 
                        crowdfunding vehicle,'' after ``sold to all 
                        investors''; and
                            (ii) by inserting ``other than a 
                        crowdfunding vehicle,'' after ``the issuer,''; 
                        and
                    (B) in subparagraph (B), in the matter preceding 
                clause (i), by inserting ``, other than a crowdfunding 
                vehicle,'' after ``any investor''; and
            (3) in section 4A(f) (15 U.S.C. 77d-1(f))--
                    (A) in the matter preceding paragraph (1), by 
                striking ``Section 4(6)'' and inserting ``Section 
                4(a)(6)''; and
                    (B) in paragraph (3), by inserting ``by any of 
                paragraphs (1) through (14) of'' before ``section 
                3(c)''.
    (b) Amendments to the Investment Company Act of 1940.--Section 3(c) 
of the Investment Company Act of 1940 (15 U.S.C. 80a-3(c)) is amended 
by adding at the end the following:
            ``(15)(A) Any crowdfunding vehicle.
            ``(B) For purposes of this paragraph, the term 
        `crowdfunding vehicle' means a company--
                    ``(i) the purpose of which (as set forth in the 
                organizational documents of the company) is limited to 
                acquiring, holding, and disposing of securities issued 
                by a single company in one or more transactions made 
                under section 4(a)(6) of the Securities Act of 1933 (15 
                U.S.C. 77d(a)(6));
                    ``(ii) that issues only 1 class of securities;
                    ``(iii) that receives no compensation in connection 
                with the acquisition, holding, or disposition of 
                securities described in clause (i);
                    ``(iv) no investment adviser or associated person 
                of which receives any compensation on the basis of a 
                share of capital gains upon, or capital appreciation 
                of, any portion of the funds of an investor of the 
                company;
                    ``(v) the securities of which have been issued in a 
                transaction made under section 4(a)(6) of the 
                Securities Act of 1933 (15 U.S.C. 77d(a)(6)), where 
                both the crowdfunding vehicle and the company whose 
                securities the crowdfunding vehicle holds are co-
                issuers;
                    ``(vi) that is current with respect to ongoing 
                reporting requirements under section 227.202 of title 
                17, Code of Federal Regulations, or any successor 
                regulation;
                    ``(vii) that holds securities of a company that is 
                subject to ongoing reporting requirements under section 
                227.202 of title 17, Code of Federal Regulations, or 
                any successor regulation; and
                    ``(viii) that is advised by an investment adviser 
                that is--
                            ``(I) registered under the Investment 
                        Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.); 
                        and
                            ``(II) required to--
                                    ``(aa) disclose to the investors of 
                                the company any fees charged by the 
                                investment adviser; and
                                    ``(bb) obtain approval from a 
                                majority of the investors of the 
                                company with respect to any increase in 
                                the fees described in item (aa).''.
    (c) Amendments to the Investment Advisers Act of 1940.--The 
Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.) is amended--
            (1) in section 202(a) (15 U.S.C. 80b-2(a))--
                    (A) by redesignating the second paragraph (29) as 
                paragraph (31); and
                    (B) by adding at the end the following:
            ``(32) The term `crowdfunding vehicle' has the meaning 
        given the term in section 3(c)(15)(B) of the Investment Company 
        Act of 1940 (15 U.S.C. 80a-3(c)(15)(B)).
            ``(33)(A) The term `crowdfunding vehicle adviser' means an 
        investment adviser that acts as an investment adviser solely 
        with respect to crowdfunding vehicles.
            ``(B) A determination, for the purposes of subparagraph 
        (A), regarding whether an investment adviser acts as an 
        investment adviser solely with respect to crowdfunding vehicles 
        shall not include any consideration of the activity of any 
        affiliate of the investment adviser.'';
            (2) in section 203 (15 U.S.C. 80b-3), by adding at the end 
        the following:
    ``(o) Crowdfunding Vehicle Advisers.--
            ``(1) In general.--A crowdfunding vehicle adviser shall be 
        required to register under this section.
            ``(2) Tailored requirements.--As necessary or appropriate 
        in the public interest and for the protection of investors, and 
        to promote efficiency, competition, and capital formation, the 
        Commission may tailor the requirements under section 
        275.206(4)-2 of title 17, Code of Federal Regulations, with 
        respect to the application of those requirements to a 
        crowdfunding vehicle adviser.''; and
            (3) in section 203A(a) (15 U.S.C. 80b-3a(a))--
                    (A) in paragraph (1)--
                            (i) in subparagraph (A), by striking ``or'' 
                        at the end;
                            (ii) in subparagraph (B), by striking the 
                        period at the end and inserting ``; or''; and
                            (iii) by adding at the end the following:
                    ``(C) is a crowdfunding vehicle adviser.''; and
                    (B) in paragraph (2)--
                            (i) in subparagraph (A), by inserting ``a 
                        crowdfunding vehicle adviser,'' after ``unless 
                        the investment adviser is''; and
                            (ii) in subparagraph (B)(ii), in the matter 
                        preceding subclause (I), by inserting ``except 
                        with respect to a crowdfunding vehicle 
                        adviser,'' before ``has assets''.

SEC. 3. CROWDFUNDING EXEMPTION FROM REGISTRATION.

    Section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(6)) is amended--
            (1) by striking ``The Commission'' and inserting the 
        following:
                    ``(A) In general.--The Commission'';
            (2) in subparagraph (A), as so designated, by striking 
        ``section 4(6)'' and inserting ``section 4(a)(6)''; and
            (3) by adding at the end the following:
                    ``(B) Treatment of securities issued by certain 
                issuers.--
                            ``(i) In general.--An exemption under 
                        subparagraph (A) shall be unconditional for 
                        securities offered by an issuer that had a 
                        public float of less than $75,000,000, as of 
                        the last business day of the most recently 
                        completed semiannual period of the issuer, 
                        which shall be calculated in accordance with 
                        clause (ii).
                            ``(ii) Calculation.--
                                    ``(I) In general.--A public float 
                                described in clause (i) shall be 
                                calculated by multiplying the aggregate 
                                worldwide number of shares of the 
                                common equity securities of an issuer 
                                that are held by non-affiliates by the 
                                price at which those securities were 
                                last sold (or the average bid and asked 
                                prices of those securities) in the 
                                principal market for those securities.
                                    ``(II) Calculation of zero.--If a 
                                public float calculation under 
                                subclause (I) with respect to an issuer 
                                is zero, an exemption under 
                                subparagraph (A) shall be unconditional 
                                for securities offered by the issuer if 
                                the issuer had annual revenues of less 
                                than $50,000,000, as of the most 
                                recently completed fiscal year of the 
                                issuer.''.