Reforming Access for Investments in Startup Enterprises Act of 2015 or the RAISE Act of 2015

Summary:  Reforming Access for Investments in Startup Enterprises Act of 2015 or the RAISE Act of 2015  (Sec. 2) The Securities Act of 1933 is amended to exempt from security registration requirements, and related prohibitions against using interstate commerce and the mails for the sale or delivery of securities after sale, any transaction where:  each purchaser is an accredited investor; neither the seller, nor any person acting on the seller's behalf, offers or sells securities by general solicitation or advertising; the seller and prospective purchaser obtain from an issuer meeting certain criteria reasonably current specified information; the transaction is not for the sale of a security whose seller is neither an issuer nor a subsidiary of the issuer; neither the seller, nor any person receiving remuneration for participating in the offer or sale of the securities, is subject to certain legal disqualification (bad actor); the issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not a blank check, blind pool, or shell company with no specific business plan or purpose or has indicated that the issuer's primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person; the transaction does not involve a security that constitutes the whole or part of an unsold allotment to, or a subscription or participation by, a broker or dealer as an underwriter of the security or a redistribution; and the transaction does involve a security of a class authorized and outstanding for at least 90 days before the transaction.   Securities acquired in such exempt transactions shall be deemed to: (1) have been acquired in a transaction not involving any public offering, (2) not be a distribution involving an underwriter, and (2) be restricted securities not subject to certain transaction requirements.  All transactions under this Act shall be exempt from state regulation of securities offerings.

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Reforming Access for Investments in 
Startup Enterprises Act of 2015'' or the ``RAISE Act of 2015''.

SEC. 2. EXEMPTED TRANSACTIONS.

    (a) Exempted Transactions.--Section 4 of the Securities Act of 1933 
(15 U.S.C. 77d) is amended--
            (1) in subsection (a), by adding at the end the following 
        new paragraph:
            ``(7) transactions meeting the requirements of subsection 
        (d).'';
            (2) by redesignating the second subsection (b) (relating to 
        securities offered and sold in compliance with Rule 506 of 
        Regulation D) as subsection (c); and
            (3) by adding at the end the following:
    ``(d) Certain Accredited Investor Transactions.--The transactions 
referred to in subsection (a)(7) are transactions meeting the following 
requirements:
            ``(1) Accredited investor requirement.--Each purchaser is 
        an accredited investor, as that term is defined in section 
        230.501(a) of title 17, Code of Federal Regulations (or any 
        successor regulation).
            ``(2) Prohibition on general solicitation or advertising.--
        Neither the seller, nor any person acting on the seller's 
        behalf, offers or sells securities by any form of general 
        solicitation or general advertising.
            ``(3) Information requirement.--In the case of a 
        transaction involving the securities of an issuer that is 
        neither subject to section 13 or 15(d) of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78m; 78o(d)), nor exempt from 
        reporting pursuant to section 240.12g3-2(b) of title 17, Code 
        of Federal Regulations, nor a foreign government (as defined in 
        section 230.405 of title 17, Code of Federal Regulations) 
        eligible to register securities under Schedule B, the seller 
        and a prospective purchaser designated by the seller obtain 
        from the issuer, upon request of the seller, and the seller in 
        all cases makes available to a prospective purchaser, the 
        following information (which shall be reasonably current in 
        relation to the date of resale under this section):
                    ``(A) The exact name of the issuer and the issuer's 
                predecessor (if any).
                    ``(B) The address of the issuer's principal 
                executive offices.
                    ``(C) The exact title and class of the security.
                    ``(D) The par or stated value of the security.
                    ``(E) The number of shares or total amount of the 
                securities outstanding as of the end of the issuer's 
                most recent fiscal year.
                    ``(F) The name and address of the transfer agent, 
                corporate secretary, or other person responsible for 
                transferring shares and stock certificates.
                    ``(G) A statement of the nature of the business of 
                the issuer and the products and services it offers, 
                which shall be presumed reasonably current if the 
                statement is as of 12 months before the transaction 
                date.
                    ``(H) The names of the officers and directors of 
                the issuer.
                    ``(I) The names of any persons registered as a 
                broker, dealer, or agent that shall be paid or given, 
                directly or indirectly, any commission or remuneration 
                for such person's participation in the offer or sale of 
                the securities.
                    ``(J) The issuer's most recent balance sheet and 
                profit and loss statement and similar financial 
                statements, which shall--
                            ``(i) be for such part of the 2 preceding 
                        fiscal years as the issuer has been in 
                        operation;
                            ``(ii) be prepared in accordance with 
                        generally accepted accounting principles or, in 
                        the case of a foreign private issuer, be 
                        prepared in accordance with generally accepted 
                        accounting principles or the International 
                        Financial Reporting Standards issued by the 
                        International Accounting Standards Board;
                            ``(iii) be presumed reasonably current if--
                                    ``(I) with respect to the balance 
                                sheet, the balance sheet is as of a 
                                date less than 16 months before the 
                                transaction date; and
                                    ``(II) with respect to the profit 
                                and loss statement, such statement is 
                                for the 12 months preceding the date of 
                                the issuer's balance sheet; and
                            ``(iv) if the balance sheet is not as of a 
                        date less than 6 months before the transaction 
                        date, be accompanied by additional statements 
                        of profit and loss for the period from the date 
                        of such balance sheet to a date less than 6 
                        months before the transaction date.
                    ``(K) To the extent that the seller is a control 
                person with respect to the issuer, a brief statement 
                regarding the nature of the affiliation, and a 
                statement certified by such seller that they have no 
                reasonable grounds to believe that the issuer is in 
                violation of the securities laws or regulations.
            ``(4) Issuers disqualified.--The transaction is not for the 
        sale of a security where the seller is an issuer or a 
        subsidiary, either directly or indirectly, of the issuer.
            ``(5) Bad actor prohibition.--Neither the seller, nor any 
        person that has been or will be paid (directly or indirectly) 
        remuneration or a commission for their participation in the 
        offer or sale of the securities, including solicitation of 
        purchasers for the seller is subject to an event that would 
        disqualify an issuer or other covered person under Rule 
        506(d)(1) of Regulation D (17 CFR 230.506(d)(1)) or is subject 
        to a statutory disqualification described under section 
        3(a)(39) of the Securities Exchange Act of 1934.
            ``(6) Business requirement.--The issuer is engaged in 
        business, is not in the organizational stage or in bankruptcy 
        or receivership, and is not a blank check, blind pool, or shell 
        company that has no specific business plan or purpose or has 
        indicated that the issuer's primary business plan is to engage 
        in a merger or combination of the business with, or an 
        acquisition of, an unidentified person.
            ``(7) Underwriter prohibition.--The transaction is not with 
        respect to a security that constitutes the whole or part of an 
        unsold allotment to, or a subscription or participation by, a 
        broker or dealer as an underwriter of the security or a 
        redistribution.
            ``(8) Outstanding class requirement.--The transaction is 
        with respect to a security of a class that has been authorized 
        and outstanding for at least 90 days prior to the date of the 
        transaction.
    ``(e) Additional Requirements.--
            ``(1) In general.--With respect to an exempted transaction 
        described under subsection (a)(7):
                    ``(A) Securities acquired in such transaction shall 
                be deemed to have been acquired in a transaction not 
                involving any public offering.
                    ``(B) Such transaction shall be deemed not to be a 
                distribution for purposes of section 2(a)(11).
                    ``(C) Securities involved in such transaction shall 
                be deemed to be restricted securities within the 
                meaning of Rule 144 (17 CFR 230.144).
            ``(2) Rule of construction.--The exemption provided by 
        subsection (a)(7) shall not be the exclusive means for 
        establishing an exemption from the registration requirements of 
        section 5.''.
    (b) Exemption in Connection With Certain Exempt Offerings.--Section 
18(b)(4) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is 
amended--
            (1) by redesignating the second subparagraph (D) and 
        subparagraph (E) as subparagraphs (E) and (F), respectively;
            (2) in subparagraph (E), as so redesignated, by striking 
        ``; or'' and inserting a semicolon;
            (3) in subparagraph (F), as so redesignated, by striking 
        the period and inserting ``; or''; and
            (4) by adding at the end the following new subparagraph:
                    ``(G) section 4(a)(7).''.

            Passed the House of Representatives October 6, 2015.

            Attest:

                                                 KAREN L. HAAS,

                                                                 Clerk.