In the Senate of the United States, 

March 22, 2012. 

Resolved, That the bill from the House of Representatives (H.R. 3606) entitled ‘‘An Act to increase American job 

creation and economic growth by improving access to the 

public capital markets for emerging growth companies.’’, do 

pass with the following 

AMENDMENT: 

Strike title III and insert the following: 

1 TITLE III—CROWDFUNDING 

2 SEC. 301. SHORT TITLE. 

3 This title may be cited as the ‘‘Capital Raising Online 

4 While Deterring Fraud and Unethical Non-Disclosure Act 

5 of 2012’’ or the ‘‘CROWDFUND Act’’. 

6 SEC. 302. CROWDFUNDING EXEMPTION. 

7 (a) SECURITIES ACT OF 1933.—Section 4 of the Secu8 rities Act of 1933 (15 U.S.C. 77d) is amended by adding 

9 at the end the following: 
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1 ‘‘(6) transactions involving the offer or sale of se2 curities by an issuer (including all entities controlled 

3 by or under common control with the issuer), pro4 vided that— 

5 ‘‘(A) the aggregate amount sold to all inves6 tors by the issuer, including any amount sold in 

7 reliance on the exemption provided under this 

8 paragraph during the 12-month period preceding 

9 the date of such transaction, is not more than 

10 $1,000,000; 

11 ‘‘(B) the aggregate amount sold to any in12 vestor by an issuer, including any amount sold 

13 in reliance on the exemption provided under this 

14 paragraph during the 12-month period preceding 

15 the date of such transaction, does not exceed— 

16 ‘‘(i) the greater of $2,000 or 5 percent 

17 of the annual income or net worth of such 

18 investor, as applicable, if either the annual 

19 income or the net worth of the investor is 

20 less than $100,000; and 

21 ‘‘(ii) 10 percent of the annual income 

22 or net worth of such investor, as applicable, 

23 not to exceed a maximum aggregate amount 

24 sold of $100,000, if either the annual in-
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1 come or net worth of the investor is equal 

2 to or more than $100,000; 

3 ‘‘(C) the transaction is conducted through a 

4 broker or funding portal that complies with the 

5 requirements of section 4A(a); and 

6 ‘‘(D) the issuer complies with the require7 ments of section 4A(b).’’. 

8 (b) REQUIREMENTS TO QUALIFY FOR CROWDFUNDING

9 EXEMPTION.—The Securities Act of 1933 (15 U.S.C. 77a 

10 et seq.) is amended by inserting after section 4 the following: 

11 ‘‘SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN 

12 SMALL TRANSACTIONS. 

13 ‘‘(a) REQUIREMENTS ON INTERMEDIARIES.—A person 

14 acting as an intermediary in a transaction involving the 

15 offer or sale of securities for the account of others pursuant 

16 to section 4(6) shall— 

17 ‘‘(1) register with the Commission as— 

18 ‘‘(A) a broker; or 

19 ‘‘(B) a funding portal (as defined in section 

20 3(a)(80) of the Securities Exchange Act of 1934); 

21 ‘‘(2) register with any applicable self-regulatory 

22 organization (as defined in section 3(a)(26) of the Se23 curities Exchange Act of 1934); 

24 ‘‘(3) provide such disclosures, including disclo25 sures related to risks and other investor education 
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1 materials, as the Commission shall, by rule, deter2 mine appropriate; 

3 ‘‘(4) ensure that each investor— 

4 ‘‘(A) reviews investor-education informa5 tion, in accordance with standards established by 

6 the Commission, by rule; 

7 ‘‘(B) positively affirms that the investor un8 derstands that the investor is risking the loss of 

9 the entire investment, and that the investor could 

10 bear such a loss; and 

11 ‘‘(C) answers questions demonstrating— 

12 ‘‘(i) an understanding of the level of 

13 risk generally applicable to investments in 

14 startups, emerging businesses, and small 

15 issuers; 

16 ‘‘(ii) an understanding of the risk of 

17 illiquidity; and 

18 ‘‘(iii) an understanding of such other 

19 matters as the Commission determines ap20 propriate, by rule; 

21 ‘‘(5) take such measures to reduce the risk of 

22 fraud with respect to such transactions, as established 

23 by the Commission, by rule, including obtaining a 

24 background and securities enforcement regulatory his25 tory check on each officer, director, and person hold-
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1 ing more than 20 percent of the outstanding equity 

2 of every issuer whose securities are offered by such 

3 person; 

4 ‘‘(6) not later than 21 days prior to the first day 

5 on which securities are sold to any investor (or such 

6 other period as the Commission may establish), make 

7 available to the Commission and to potential inves8 tors any information provided by the issuer pursuant 

9 to subsection (b); 

10 ‘‘(7) ensure that all offering proceeds are only 

11 provided to the issuer when the aggregate capital 

12 raised from all investors is equal to or greater than 

13 a target offering amount, and allow all investors to 

14 cancel their commitments to invest, as the Commis15 sion shall, by rule, determine appropriate; 

16 ‘‘(8) make such efforts as the Commission deter17 mines appropriate, by rule, to ensure that no investor 

18 in a 12-month period has purchased securities offered 

19 pursuant to section 4(6) that, in the aggregate, from 

20 all issuers, exceed the investment limits set forth in 

21 section 4(6)(B); 

22 ‘‘(9) take such steps to protect the privacy of in23 formation collected from investors as the Commission 

24 shall, by rule, determine appropriate; 
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1 ‘‘(10) not compensate promoters, finders, or lead 

2 generators for providing the broker or funding portal 

3 with the personal identifying information of any po4 tential investor; 

5 ‘‘(11) prohibit its directors, officers, or partners 

6 (or any person occupying a similar status or per7 forming a similar function) from having any finan8 cial interest in an issuer using its services; and 

9 ‘‘(12) meet such other requirements as the Com10 mission may, by rule, prescribe, for the protection of 

11 investors and in the public interest. 

12 ‘‘(b) REQUIREMENTS FOR ISSUERS.—For purposes of 

13 section 4(6), an issuer who offers or sells securities shall— 

14 ‘‘(1) file with the Commission and provide to in15 vestors and the relevant broker or funding portal, and 

16 make available to potential investors— 

17 ‘‘(A) the name, legal status, physical ad18 dress, and website address of the issuer; 

19 ‘‘(B) the names of the directors and officers 

20 (and any persons occupying a similar status or 

21 performing a similar function), and each person 

22 holding more than 20 percent of the shares of the 

23 issuer; 
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1 ‘‘(C) a description of the business of the 

2 issuer and the anticipated business plan of the 

3 issuer; 

4 ‘‘(D) a description of the financial condi5 tion of the issuer, including, for offerings that, 

6 together with all other offerings of the issuer 

7 under section 4(6) within the preceding 12- 

8 month period, have, in the aggregate, target of9 fering amounts of— 

10 ‘‘(i) $100,000 or less— 

11 ‘‘(I) the income tax returns filed 

12 by the issuer for the most recently com13 pleted year (if any); and 

14 ‘‘(II) financial statements of the 

15 issuer, which shall be certified by the 

16 principal executive officer of the issuer 

17 to be true and complete in all material 

18 respects; 

19 ‘‘(ii) more than $100,000, but not more 

20 than $500,000, financial statements re21 viewed by a public accountant who is inde22 pendent of the issuer, using professional 

23 standards and procedures for such review or 

24 standards and procedures established by the 

25 Commission, by rule, for such purpose; and 
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1 ‘‘(iii) more than $500,000 (or such 

2 other amount as the Commission may estab3 lish, by rule), audited financial statements; 

4 ‘‘(E) a description of the stated purpose and 

5 intended use of the proceeds of the offering sought 

6 by the issuer with respect to the target offering 

7 amount; 

8 ‘‘(F) the target offering amount, the dead9 line to reach the target offering amount, and reg10 ular updates regarding the progress of the issuer 

11 in meeting the target offering amount; 

12 ‘‘(G) the price to the public of the securities 

13 or the method for determining the price, provided 

14 that, prior to sale, each investor shall be pro15 vided in writing the final price and all required 

16 disclosures, with a reasonable opportunity to re17 scind the commitment to purchase the securities; 

18 ‘‘(H) a description of the ownership and 

19 capital structure of the issuer, including— 

20 ‘‘(i) terms of the securities of the issuer 

21 being offered and each other class of security 

22 of the issuer, including how such terms may 

23 be modified, and a summary of the dif24 ferences between such securities, including 

25 how the rights of the securities being offered 
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1 may be materially limited, diluted, or 

2 qualified by the rights of any other class of 

3 security of the issuer; 

4 ‘‘(ii) a description of how the exercise 

5 of the rights held by the principal share6 holders of the issuer could negatively impact 

7 the purchasers of the securities being offered; 

8 ‘‘(iii) the name and ownership level of 

9 each existing shareholder who owns more 

10 than 20 percent of any class of the securities 

11 of the issuer; 

12 ‘‘(iv) how the securities being offered 

13 are being valued, and examples of methods 

14 for how such securities may be valued by 

15 the issuer in the future, including during 

16 subsequent corporate actions; and 

17 ‘‘(v) the risks to purchasers of the secu18 rities relating to minority ownership in the 

19 issuer, the risks associated with corporate 

20 actions, including additional issuances of 

21 shares, a sale of the issuer or of assets of the 

22 issuer, or transactions with related parties; 

23 and 
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1 ‘‘(I) such other information as the Commis2 sion may, by rule, prescribe, for the protection of 

3 investors and in the public interest; 

4 ‘‘(2) not advertise the terms of the offering, ex5 cept for notices which direct investors to the funding 

6 portal or broker; 

7 ‘‘(3) not compensate or commit to compensate, 

8 directly or indirectly, any person to promote its offer9 ings through communication channels provided by a 

10 broker or funding portal, without taking such steps as 

11 the Commission shall, by rule, require to ensure that 

12 such person clearly discloses the receipt, past or pro13 spective, of such compensation, upon each instance of 

14 such promotional communication; 

15 ‘‘(4) not less than annually, file with the Com16 mission and provide to investors reports of the results 

17 of operations and financial statements of the issuer, 

18 as the Commission shall, by rule, determine appro19 priate, subject to such exceptions and termination 

20 dates as the Commission may establish, by rule; and 

21 ‘‘(5) comply with such other requirements as the 

22 Commission may, by rule, prescribe, for the protec23 tion of investors and in the public interest. 

24 ‘‘(c) LIABILITY FOR MATERIAL MISSTATEMENTS AND

25 OMISSIONS.— 
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1 ‘‘(1) ACTIONS AUTHORIZED.— 

2 ‘‘(A) IN GENERAL.—Subject to paragraph 

3 (2), a person who purchases a security in a 

4 transaction exempted by the provisions of section 

5 4(6) may bring an action against an issuer de6 scribed in paragraph (2), either at law or in eq7 uity in any court of competent jurisdiction, to 

8 recover the consideration paid for such security 

9 with interest thereon, less the amount of any in10 come received thereon, upon the tender of such se11 curity, or for damages if such person no longer 

12 owns the security. 

13 ‘‘(B) LIABILITY.—An action brought under 

14 this paragraph shall be subject to the provisions 

15 of section 12(b) and section 13, as if the liability 

16 were created under section 12(a)(2). 

17 ‘‘(2) APPLICABILITY.—An issuer shall be liable 

18 in an action under paragraph (1), if the issuer— 

19 ‘‘(A) by the use of any means or instru20 ments of transportation or communication in 

21 interstate commerce or of the mails, by any 

22 means of any written or oral communication, in 

23 the offering or sale of a security in a transaction 

24 exempted by the provisions of section 4(6), makes 

25 an untrue statement of a material fact or omits 
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1 to state a material fact required to be stated or 

2 necessary in order to make the statements, in the 

3 light of the circumstances under which they were 

4 made, not misleading, provided that the pur5 chaser did not know of such untruth or omission; 

6 and 

7 ‘‘(B) does not sustain the burden of proof 

8 that such issuer did not know, and in the exer9 cise of reasonable care could not have known, of 

10 such untruth or omission. 

11 ‘‘(3) DEFINITION.—As used in this subsection, 

12 the term ‘issuer’ includes any person who is a direc13 tor or partner of the issuer, and the principal execu14 tive officer or officers, principal financial officer, and 

15 controller or principal accounting officer of the issuer 

16 (and any person occupying a similar status or per17 forming a similar function) that offers or sells a secu18 rity in a transaction exempted by the provisions of 

19 section 4(6), and any person who offers or sells the se20 curity in such offering. 

21 ‘‘(d) INFORMATION AVAILABLE TO STATES.—The Com22 mission shall make, or shall cause to be made by the rel23 evant broker or funding portal, the information described 

24 in subsection (b) and such other information as the Com25 mission, by rule, determines appropriate, available to the 
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1 securities commission (or any agency or office performing 

2 like functions) of each State and territory of the United 

3 States and the District of Columbia. 

4 ‘‘(e) RESTRICTIONS ON SALES.—Securities issued pur5 suant to a transaction described in section 4(6)— 

6 ‘‘(1) may not be transferred by the purchaser of 

7 such securities during the 1-year period beginning on 

8 the date of purchase, unless such securities are trans9 ferred— 

10 ‘‘(A) to the issuer of the securities; 

11 ‘‘(B) to an accredited investor; 

12 ‘‘(C) as part of an offering registered with 

13 the Commission; or 

14 ‘‘(D) to a member of the family of the pur15 chaser or the equivalent, or in connection with 

16 the death or divorce of the purchaser or other 

17 similar circumstance, in the discretion of the 

18 Commission; and 

19 ‘‘(2) shall be subject to such other limitations as 

20 the Commission shall, by rule, establish. 

21 ‘‘(f) APPLICABILITY.—Section 4(6) shall not apply to 

22 transactions involving the offer or sale of securities by any 

23 issuer that— 
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1 ‘‘(1) is not organized under and subject to the 

2 laws of a State or territory of the United States or 

3 the District of Columbia; 

4 ‘‘(2) is subject to the requirement to file reports 

5 pursuant to section 13 or section 15(d) of the Securi6 ties Exchange Act of 1934; 

7 ‘‘(3) is an investment company, as defined in 

8 section 3 of the Investment Company Act of 1940, or 

9 is excluded from the definition of investment company 

10 by section 3(b) or section 3(c) of that Act; or 

11 ‘‘(4) the Commission, by rule or regulation, de12 termines appropriate. 

13 ‘‘(g) RULE OF CONSTRUCTION.—Nothing in this sec14 tion or section 4(6) shall be construed as preventing an 

15 issuer from raising capital through methods not described 

16 under section 4(6). 

17 ‘‘(h) CERTAIN CALCULATIONS.— 

18 ‘‘(1) DOLLAR AMOUNTS.—Dollar amounts in sec19 tion 4(6) and subsection (b) of this section shall be 

20 adjusted by the Commission not less frequently than 

21 once every 5 years, by notice published in the Federal 

22 Register to reflect any change in the Consumer Price 

23 Index for All Urban Consumers published by the Bu24 reau of Labor Statistics. 
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1 ‘‘(2) INCOME AND NET WORTH.—The income and 

2 net worth of a natural person under section 4(6)(B) 

3 shall be calculated in accordance with any rules of the 

4 Commission under this title regarding the calculation 

5 of the income and net worth, respectively, of an ac6 credited investor.’’. 

7 (c) RULEMAKING.—Not later than 270 days after the 

8 date of enactment of this Act, the Securities and Exchange 

9 Commission (in this title referred to as the ‘‘Commission’’) 

10 shall issue such rules as the Commission determines may 

11 be necessary or appropriate for the protection of investors 

12 to carry out sections 4(6) and section 4A of the Securities 

13 Act of 1933, as added by this title. In carrying out this 

14 section, the Commission shall consult with any securities 

15 commission (or any agency or office performing like func16 tions) of the States, any territory of the United States, and 

17 the District of Columbia, which seeks to consult with the 

18 Commission, and with any applicable national securities 

19 association. 

20 (d) DISQUALIFICATION.— 

21 (1) IN GENERAL.—Not later than 270 days after 

22 the date of enactment of this Act, the Commission 

23 shall, by rule, establish disqualification provisions 

24 under which— 
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1 (A) an issuer shall not be eligible to offer se2 curities pursuant to section 4(6) of the Securities 

3 Act of 1933, as added by this title; and 

4 (B) a broker or funding portal shall not be 

5 eligible to effect or participate in transactions 

6 pursuant to that section 4(6). 

7 (2) INCLUSIONS.—Disqualification provisions re8 quired by this subsection shall— 

9 (A) be substantially similar to the provi10 sions of section 230.262 of title 17, Code of Fed11 eral Regulations (or any successor thereto); and 

12 (B) disqualify any offering or sale of securi13 ties by a person that— 

14 (i) is subject to a final order of a State 

15 securities commission (or an agency or offi16 cer of a State performing like functions), a 

17 State authority that supervises or examines 

18 banks, savings associations, or credit 

19 unions, a State insurance commission (or 

20 an agency or officer of a State performing 

21 like functions), an appropriate Federal 

22 banking agency, or the National Credit 

23 Union Administration, that— 

24 (I) bars the person from— 
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1 (aa) association with an en2 tity regulated by such commis3 sion, authority, agency, or officer; 

4 (bb) engaging in the business 

5 of securities, insurance, or bank6 ing; or 

7 (cc) engaging in savings as8 sociation or credit union activi9 ties; or 

10 (II) constitutes a final order based 

11 on a violation of any law or regulation 

12 that prohibits fraudulent, manipula13 tive, or deceptive conduct within the 

14 10-year period ending on the date of 

15 the filing of the offer or sale; or 

16 (ii) has been convicted of any felony or 

17 misdemeanor in connection with the pur18 chase or sale of any security or involving 

19 the making of any false filing with the 

20 Commission. 

21 SEC. 303. EXCLUSION OF CROWDFUNDING INVESTORS 

22 FROM SHAREHOLDER CAP. 

23 (a) EXEMPTION.—Section 12(g) of the Securities Ex24 change Act of 1934 (15 U.S.C. 78l(g)) is amended by adding 

25 at the end the following: 
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1 ‘‘(6) EXCLUSION FOR PERSONS HOLDING CER2 TAIN SECURITIES.—The Commission shall, by rule, 

3 exempt, conditionally or unconditionally, securities 

4 acquired pursuant to an offering made under section 

5 4(6) of the Securities Act of 1933 from the provisions 

6 of this subsection.’’. 

7 (b) RULEMAKING.—The Commission shall issue a rule 

8 to carry out section 12(g)(6) of the Securities Exchange Act 

9 of 1934 (15 U.S.C. 78c), as added by this section, not later 

10 than 270 days after the date of enactment of this Act. 

11 SEC. 304. FUNDING PORTAL REGULATION. 

12 (a) EXEMPTION.— 

13 (1) IN GENERAL.—Section 3 of the Securities 

14 Exchange Act of 1934 (15 U.S.C. 78c) is amended by 

15 adding at the end the following: 

16 ‘‘(h) LIMITED EXEMPTION FOR FUNDING PORTALS.— 

17 ‘‘(1) IN GENERAL.—The Commission shall, by 

18 rule, exempt, conditionally or unconditionally, a reg19 istered funding portal from the requirement to reg20 ister as a broker or dealer under section 15(a)(1), pro21 vided that such funding portal— 

22 ‘‘(A) remains subject to the examination, 

23 enforcement, and other rulemaking authority of 

24 the Commission; 
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1 ‘‘(B) is a member of a national securities 

2 association registered under section 15A; and 

3 ‘‘(C) is subject to such other requirements 

4 under this title as the Commission determines 

5 appropriate under such rule. 

6 ‘‘(2) NATIONAL SECURITIES ASSOCIATION MEM7 BERSHIP.—For purposes of sections 15(b)(8) and 

8 15A, the term ‘broker or dealer’ includes a funding 

9 portal and the term ‘registered broker or dealer’ in10 cludes a registered funding portal, except to the extent 

11 that the Commission, by rule, determines otherwise, 

12 provided that a national securities association shall 

13 only examine for and enforce against a registered 

14 funding portal rules of such national securities asso15 ciation written specifically for registered funding por16 tals.’’. 

17 (2) RULEMAKING.—The Commission shall issue 

18 a rule to carry out section 3(h) of the Securities Ex19 change Act of 1934 (15 U.S.C. 78c), as added by this 

20 subsection, not later than 270 days after the date of 

21 enactment of this Act. 

22 (b) DEFINITION.—Section 3(a) of the Securities Ex23 change Act of 1934 (15 U.S.C. 78c(a)) is amended by add24 ing at the end the following: 
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1 ‘‘(80) FUNDING PORTAL.—The term ‘funding 

2 portal’ means any person acting as an intermediary 

3 in a transaction involving the offer or sale of securi4 ties for the account of others, solely pursuant to sec5 tion 4(6) of the Securities Act of 1933 (15 U.S.C. 

6 77d(6)), that does not— 

7 ‘‘(A) offer investment advice or rec8 ommendations; 

9 ‘‘(B) solicit purchases, sales, or offers to buy 

10 the securities offered or displayed on its website 

11 or portal; 

12 ‘‘(C) compensate employees, agents, or other 

13 persons for such solicitation or based on the sale 

14 of securities displayed or referenced on its 

15 website or portal; 

16 ‘‘(D) hold, manage, possess, or otherwise 

17 handle investor funds or securities; or 

18 ‘‘(E) engage in such other activities as the 

19 Commission, by rule, determines appropriate.’’. 

20 SEC. 305. RELATIONSHIP WITH STATE LAW. 

21 (a) IN GENERAL.—Section 18(b)(4) of the Securities 

22 Act of 1933 (15 U.S.C. 77r(b)(4)) is amended— 

23 (1) by redesignating subparagraphs (C) and (D) 

24 as subparagraphs (D) and (E), respectively; and 
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1 (2) by inserting after subparagraph (B) the fol2 lowing: 

3 ‘‘(C) section 4(6);’’. 

4 (b) CLARIFICATION OF THE PRESERVATION OF STATE

5 ENFORCEMENT AUTHORITY.— 

6 (1) IN GENERAL.—The amendments made by 

7 subsection (a) relate solely to State registration, docu8 mentation, and offering requirements, as described 

9 under section 18(a) of Securities Act of 1933 (15 

10 U.S.C. 77r(a)), and shall have no impact or limita11 tion on other State authority to take enforcement ac12 tion with regard to an issuer, funding portal, or any 

13 other person or entity using the exemption from reg14 istration provided by section 4(6) of that Act. 

15 (2) CLARIFICATION OF STATE JURISDICTION

16 OVER UNLAWFUL CONDUCT OF FUNDING PORTALS AND

17 ISSUERS.—Section 18(c)(1) of the Securities Act of 

18 1933 (15 U.S.C. 77r(c)(1)) is amended by striking 

19 ‘‘with respect to fraud or deceit, or unlawful conduct 

20 by a broker or dealer, in connection with securities or 

21 securities transactions.’’ and inserting the following: 

22 ‘‘, in connection with securities or securities trans23 actions 

24 ‘‘(A) with respect to— 

25 ‘‘(i) fraud or deceit; or 
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1 ‘‘(ii) unlawful conduct by a broker or 

2 dealer; and 

3 ‘‘(B) in connection to a transaction de4 scribed under section 4(6), with respect to— 

5 ‘‘(i) fraud or deceit; or 

6 ‘‘(ii) unlawful conduct by a broker, 

7 dealer, funding portal, or issuer.’’. 

8 (c) NOTICE FILINGS PERMITTED.—Section 18(c)(2) of 

9 the Securities Act of 1933 (15 U.S.C. 77r(c)(2)) is amended 

10 by adding at the end the following: 

11 ‘‘(F) FEES NOT PERMITTED ON

12 CROWDFUNDED SECURITIES.—Notwithstanding 

13 subparagraphs (A), (B), and (C), no filing or fee 

14 may be required with respect to any security 

15 that is a covered security pursuant to subsection 

16 (b)(4)(B), or will be such a covered security upon 

17 completion of the transaction, except for the secu18 rities commission (or any agency or office per19 forming like functions) of the State of the prin20 cipal place of business of the issuer, or any State 

21 in which purchasers of 50 percent or greater of 

22 the aggregate amount of the issue are residents, 

23 provided that for purposes of this subparagraph, 

24 the term ‘State’ includes the District of Columbia 

25 and the territories of the United States.’’. 
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1 (d) FUNDING PORTALS.— 

2 (1) STATE EXEMPTIONS AND OVERSIGHT.—Sec3 tion 15(i) of the Securities Exchange Act of 1934 (15 

4 U.S.C. 78o(i)) is amended— 

5 (A) by redesignating paragraphs (2) and 

6 (3) as paragraphs (3) and (4), respectively; and 

7 (B) by inserting after paragraph (1) the fol8 lowing: 

9 ‘‘(2) FUNDING PORTALS.— 

10 ‘‘(A) LIMITATION ON STATE LAWS.—Except 

11 as provided in subparagraph (B), no State or 

12 political subdivision thereof may enforce any 

13 law, rule, regulation, or other administrative ac14 tion against a registered funding portal with re15 spect to its business as such. 

16 ‘‘(B) EXAMINATION AND ENFORCEMENT AU17 THORITY.—Subparagraph (A) does not apply 

18 with respect to the examination and enforcement 

19 of any law, rule, regulation, or administrative 

20 action of a State or political subdivision thereof 

21 in which the principal place of business of a reg22 istered funding portal is located, provided that 

23 such law, rule, regulation, or administrative ac24 tion is not in addition to or different from the 
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1 requirements for registered funding portals estab2 lished by the Commission. 

3 ‘‘(C) DEFINITION.—For purposes of this 

4 paragraph, the term ‘State’ includes the District 

5 of Columbia and the territories of the United 

6 States.’’. 

7 (2) STATE FRAUD AUTHORITY.—Section 18(c)(1) 

8 of the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is 

9 amended by striking ‘‘or dealer’’ and inserting ‘‘, 

10 dealer, or funding portal’’. 

Attest: 

Secretary. 

112TH CONGRESS 

2D SESSION H.R. 3606 

AMENDMENT