112TH CONGRESS 

2D SESSION H. R. 3606 

AN ACT 

To increase American job creation and economic growth by 

improving access to the public capital markets for emerging growth companies. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 
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1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Jumpstart Our Busi3 ness Startups Act’’. 

4 SEC. 2. TABLE OF CONTENTS. 

5 The table of contents of this Act is as follows: 

Sec. 1. Short title. 

Sec. 2. Table of contents. 

TITLE I—REOPENING AMERICAN CAPITAL MARKETS TO 

EMERGING GROWTH COMPANIES 

Sec. 101. Definitions. 

Sec. 102. Disclosure obligations. 

Sec. 103. Internal controls audit. 

Sec. 104. Auditing standards. 

Sec. 105. Availability of information about emerging growth companies. 

Sec. 106. Other matters. 

Sec. 107. Opt-in right for emerging growth companies. 

Sec. 108. Review of Regulation S-K. 

TITLE II—ACCESS TO CAPITAL FOR JOB CREATORS 

Sec. 201. Modification of exemption. 

TITLE III—ENTREPRENEUR ACCESS TO CAPITAL 

Sec. 301. Crowdfunding exemption. 

Sec. 302. Exclusion of crowdfunding investors from shareholder cap. 

Sec. 303. Preemption of State law. 

TITLE IV—SMALL COMPANY CAPITAL FORMATION 

Sec. 401. Authority to exempt certain securities. 

Sec. 402. Study on the impact of State Blue Sky laws on Regulation A offerings. 

TITLE V—PRIVATE COMPANY FLEXIBILITY AND GROWTH 

Sec. 501. Threshold for registration. 

Sec. 502. Employees. 

Sec. 503. Commission rulemaking. 

Sec. 504. Commission study of enforcement authority under Rule 12g5–1. 

TITLE VI—CAPITAL EXPANSION 

Sec. 601. Shareholder threshold for registration. 

Sec. 602. Rulemaking. 

TITLE VII—OUTREACH ON CHANGES TO THE LAW 

Sec. 701. Outreach by the Commission. 
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1 TITLE I—REOPENING AMERICAN 

2 CAPITAL MARKETS TO 

3 EMERGING GROWTH COMPA4 NIES 

5 SEC. 101. DEFINITIONS. 

6 (a) SECURITIES ACT OF 1933.—Section 2(a) of the 

7 Securities Act of 1933 (15 U.S.C. 77b(a)) is amended by 

8 adding at the end the following: 

9 ‘‘(19) The term ‘emerging growth company’ 

10 means an issuer that had total annual gross reve11 nues of less than $1,000,000,000 (as such amount 

12 is indexed for inflation every 5 years by the Commis13 sion to reflect the change in the Consumer Price 

14 Index for All Urban Consumers published by the 

15 Bureau of Labor Statistics, setting the threshold to 

16 the nearest 1,000,000) during its most recently com17 pleted fiscal year. An issuer that is an emerging 

18 growth company as of the first day of that fiscal 

19 year shall continue to be deemed an emerging 

20 growth company until the earliest of— 

21 ‘‘(A) the last day of the fiscal year of the 

22 issuer during which it had total annual gross 

23 revenues of $1,000,000,000 (as such amount is 

24 indexed for inflation every 5 years by the Com25 mission to reflect the change in the Consumer 
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1 Price Index for All Urban Consumers published 

2 by the Bureau of Labor Statistics, setting the 

3 threshold to the nearest 1,000,000) or more; 

4 ‘‘(B) the last day of the fiscal year of the 

5 issuer following the fifth anniversary of the date 

6 of the first sale of common equity securities of 

7 the issuer pursuant to an effective registration 

8 statement under this title; 

9 ‘‘(C) the date on which such issuer has, 

10 during the previous 3-year period, issued more 

11 than $1,000,000,000 in non-convertible debt; or 

12 ‘‘(D) the date on which such issuer is 

13 deemed to be a ‘large accelerated filer’, as de14 fined in section 240.12b–2 of title 17, Code of 

15 Federal Regulations, or any successor thereto.’’. 

16 (b) SECURITIES EXCHANGE ACT OF 1934.—Section 

17 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 

18 78c(a)) is amended— 

19 (1) by redesignating paragraph (77), as added 

20 by section 941(a) of the Investor Protection and Se21 curities Reform Act of 2010 (Public Law 111–203, 

22 124 Stat. 1890), as paragraph (79); and 

23 (2) by adding at the end the following: 

24 ‘‘(80) EMERGING GROWTH COMPANY.—The 

25 term ‘emerging growth company’ means an issuer 
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1 that had total annual gross revenues of less than 

2 $1,000,000,000 (as such amount is indexed for in3 flation every 5 years by the Commission to reflect 

4 the change in the Consumer Price Index for All 

5 Urban Consumers published by the Bureau of Labor 

6 Statistics, setting the threshold to the nearest 

7 1,000,000) during its most recently completed fiscal 

8 year. An issuer that is an emerging growth company 

9 as of the first day of that fiscal year shall continue 

10 to be deemed an emerging growth company until the 

11 earliest of— 

12 ‘‘(A) the last day of the fiscal year of the 

13 issuer during which it had total annual gross 

14 revenues of $1,000,000,000 (as such amount is 

15 indexed for inflation every 5 years by the Com16 mission to reflect the change in the Consumer 

17 Price Index for All Urban Consumers published 

18 by the Bureau of Labor Statistics, setting the 

19 threshold to the nearest 1,000,000) or more; 

20 ‘‘(B) the last day of the fiscal year of the 

21 issuer following the fifth anniversary of the date 

22 of the first sale of common equity securities of 

23 the issuer pursuant to an effective registration 

24 statement under the Securities Act of 1933; 
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1 ‘‘(C) the date on which such issuer has, 

2 during the previous 3-year period, issued more 

3 than $1,000,000,000 in non-convertible debt; or 

4 ‘‘(D) the date on which such issuer is 

5 deemed to be a ‘large accelerated filer’, as de6 fined in section 240.12b–2 of title 17, Code of 

7 Federal Regulations, or any successor thereto.’’. 

8 (c) OTHER DEFINITIONS.—As used in this title, the 

9 following definitions shall apply: 

10 (1) COMMISSION.—The term ‘‘Commission’’ 

11 means the Securities and Exchange Commission. 

12 (2) INITIAL PUBLIC OFFERING DATE.—The 

13 term ‘‘initial public offering date’’ means the date of 

14 the first sale of common equity securities of an 

15 issuer pursuant to an effective registration state16 ment under the Securities Act of 1933. 

17 (d) EFFECTIVE DATE.—Notwithstanding section 

18 2(a)(19) of the Securities Act of 1933 and section 

19 3(a)(80) of the Securities Exchange Act of 1934, an issuer 

20 shall not be an emerging growth company for purposes 

21 of such Acts if the first sale of common equity securities 

22 of such issuer pursuant to an effective registration state23 ment under the Securities Act of 1933 occurred on or be24 fore December 8, 2011. 
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1 SEC. 102. DISCLOSURE OBLIGATIONS. 

2 (a) EXECUTIVE COMPENSATION.— 

3 (1) EXEMPTION.—Section 14A(e) of the Securi4 ties Exchange Act of 1934 (15 U.S.C. 78n–1(e)) is 

5 amended— 

6 (A) by striking ‘‘The Commission may’’ 

7 and inserting the following: 

8 ‘‘(1) IN GENERAL.— The Commission may’’; 

9 (B) by striking ‘‘an issuer’’ and inserting 

10 ‘‘any other issuer’’; and 

11 (C) by adding at the end the following: 

12 ‘‘(2) TREATMENT OF EMERGING GROWTH COM13 PANIES.— 

14 ‘‘(A) IN GENERAL.—An emerging growth 

15 company shall be exempt from the requirements 

16 of subsections (a) and (b). 

17 ‘‘(B) COMPLIANCE AFTER TERMINATION

18 OF EMERGING GROWTH COMPANY TREAT19 MENT.—An issuer that was an emerging growth 

20 company but is no longer an emerging growth 

21 company shall include the first separate resolu22 tion described under subsection (a)(1) not later 

23 than the end of— 

24 ‘‘(i) in the case of an issuer that was 

25 an emerging growth company for less than 

26 2 years after the date of first sale of com-
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1 mon equity securities of the issuer pursu2 ant to an effective registration statement 

3 under the Securities Act of 1933, the 3- 

4 year period beginning on such date; and 

5 ‘‘(ii) in the case of any other issuer, 

6 the 1-year period beginning on the date the 

7 issuer is no longer an emerging growth 

8 company.’’. 

9 (2) PROXIES.—Section 14(i) of the Securities 

10 Exchange Act of 1934 (15 U.S.C. 78n(i)) is amend11 ed by inserting ‘‘, for any issuer other than an 

12 emerging growth company,’’ after ‘‘including’’. 

13 (3) COMPENSATION DISCLOSURES.—Section 

14 953(b)(1) of the Investor Protection and Securities 

15 Reform Act of 2010 (Public Law 111–203; 124 

16 Stat. 1904) is amended by inserting ‘‘, other than 

17 an emerging growth company, as that term is de18 fined in section 3(a) of the Securities Exchange Act 

19 of 1934,’’ after ‘‘require each issuer’’. 

20 (b) FINANCIAL DISCLOSURES AND ACCOUNTING

21 PRONOUNCEMENTS.— 

22 (1) SECURITIES ACT OF 1933.—Section 7(a) of 

23 the Securities Act of 1933 (15 U.S.C. 77g(a)) is 

24 amended— 
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1 (A) by striking ‘‘(a) The registration’’ and 

2 inserting the following: 

3 ‘‘(a) INFORMATION REQUIRED IN REGISTRATION

4 STATEMENT.— 

5 ‘‘(1) IN GENERAL.—The registration’’; and 

6 (B) by adding at the end the following: 

7 ‘‘(2) TREATMENT OF EMERGING GROWTH COM8 PANIES.—An emerging growth company— 

9 ‘‘(A) need not present more than 2 years 

10 of audited financial statements in order for the 

11 registration statement of such emerging growth 

12 company with respect to an initial public offer13 ing of its common equity securities to be effec14 tive, and in any other registration statement to 

15 be filed with the Commission, an emerging 

16 growth company need not present selected fi17 nancial data in accordance with section 229.301 

18 of title 17, Code of Federal Regulations, for 

19 any period prior to the earliest audited period 

20 presented in connection with its initial public 

21 offering; and 

22 ‘‘(B) may not be required to comply with 

23 any new or revised financial accounting stand24 ard until such date that a company that is not 

25 an issuer (as defined under section 2(a) of the 
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1 Sarbanes-Oxley Act of 2002 (15 U.S.C. 

2 7201(a)) is required to comply with such new 

3 or revised accounting standard, if such stand4 ard applies to companies that are not issuers.’’. 

5 (2) SECURITIES EXCHANGE ACT OF 1934.—Sec6 tion 13(a) of the Securities Exchange Act of 1934 

7 (15 U.S.C. 78m(a)) is amended by adding at the 

8 end the following: ‘‘In any registration statement, 

9 periodic report, or other reports to be filed with the 

10 Commission, an emerging growth company need not 

11 present selected financial data in accordance with 

12 section 229.301 of title 17, Code of Federal Regula13 tions, for any period prior to the earliest audited pe14 riod presented in connection with its first registra15 tion statement that became effective under this Act 

16 or the Securities Act of 1933 and, with respect to 

17 any such statement or reports, an emerging growth 

18 company may not be required to comply with any 

19 new or revised financial accounting standard until 

20 such date that a company that is not an issuer (as 

21 defined under section 2(a) of the Sarbanes-Oxley 

22 Act of 2002 (15 U.S.C. 7201(a))) is required to 

23 comply with such new or revised accounting stand24 ard, if such standard applies to companies that are 

25 not issuers.’’. 
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1 (c) OTHER DISCLOSURES.—An emerging growth 

2 company may comply with section 229.303(a) of title 17, 

3 Code of Federal Regulations, or any successor thereto, by 

4 providing information required by such section with re5 spect to the financial statements of the emerging growth 

6 company for each period presented pursuant to section 

7 7(a) of the Securities Act of 1933 (15 U.S.C. 77g(a)). An 

8 emerging growth company may comply with section 

9 229.402 of title 17, Code of Federal Regulations, or any 

10 successor thereto, by disclosing the same information as 

11 any issuer with a market value of outstanding voting and 

12 nonvoting common equity held by non-affiliates of less 

13 than $75,000,000. 

14 SEC. 103. INTERNAL CONTROLS AUDIT. 

15 Section 404(b) of the Sarbanes-Oxley Act of 2002 

16 (15 U.S.C. 7262(b)) is amended by inserting ‘‘, other than 

17 an issuer that is an emerging growth company (as defined 

18 in section 3 of the Securities Exchange Act of 1934),’’ 

19 before ‘‘shall attest to’’. 

20 SEC. 104. AUDITING STANDARDS. 

21 Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 

22 (15 U.S.C. 7213(a)(3)) is amended by adding at the end 

23 the following: 

24 ‘‘(C) TRANSITION PERIOD FOR EMERGING

25 GROWTH COMPANIES.—Any rules of the Board 
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1 requiring mandatory audit firm rotation or a 

2 supplement to the auditor’s report in which the 

3 auditor would be required to provide additional 

4 information about the audit and the financial 

5 statements of the issuer (auditor discussion and 

6 analysis) shall not apply to an audit of an 

7 emerging growth company, as defined in section 

8 3 of the Securities Exchange Act of 1934. Any 

9 additional rules adopted by the Board after the 

10 date of enactment of this subparagraph shall 

11 not apply to an audit of any emerging growth 

12 company, unless the Commission determines 

13 that the application of such additional require14 ments is necessary or appropriate in the public 

15 interest, after considering the protection of in16 vestors and whether the action will promote ef17 ficiency, competition, and capital formation.’’. 

18 SEC. 105. AVAILABILITY OF INFORMATION ABOUT EMERG19 ING GROWTH COMPANIES. 

20 (a) PROVISION OF RESEARCH.—Section 2(a)(3) of 

21 the Securities Act of 1933 (15 U.S.C. 77b(a)(3)) is 

22 amended by adding at the end the following: ‘‘The publica23 tion or distribution by a broker or dealer of a research 

24 report about an emerging growth company that is the sub25 ject of a proposed public offering of the common equity 
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1 securities of such emerging growth company pursuant to 

2 a registration statement that the issuer proposes to file, 

3 or has filed, or that is effective shall be deemed for pur4 poses of paragraph (10) of this subsection and section 5(c) 

5 not to constitute an offer for sale or offer to sell a security, 

6 even if the broker or dealer is participating or will partici7 pate in the registered offering of the securities of the 

8 issuer. As used in this paragraph, the term ‘research re9 port’ means a written, electronic, or oral communication 

10 that includes information, opinions, or recommendations 

11 with respect to securities of an issuer or an analysis of 

12 a security or an issuer, whether or not it provides informa13 tion reasonably sufficient upon which to base an invest14 ment decision.’’. 

15 (b) SECURITIES ANALYST COMMUNICATIONS.—Sec16 tion 15D of the Securities Exchange Act of 1934 (15 

17 U.S.C. 78o–6) is amended— 

18 (1) by redesignating subsection (c) as sub19 section (d); and 

20 (2) by inserting after subsection (b) the fol21 lowing: 

22 ‘‘(c) LIMITATION.—Notwithstanding subsection (a) 

23 or any other provision of law, neither the Commission nor 

24 any national securities association registered under section 

25 15A may adopt or maintain any rule or regulation in con-
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1 nection with an initial public offering of the common eq2 uity of an emerging growth company— 

3 ‘‘(1) restricting, based on functional role, which 

4 associated persons of a broker, dealer, or member of 

5 a national securities association, may arrange for 

6 communications between a securities analyst and a 

7 potential investor; or 

8 ‘‘(2) restricting a securities analyst from par9 ticipating in any communications with the manage10 ment of an emerging growth company that is also 

11 attended by any other associated person of a broker, 

12 dealer, or member of a national securities associa13 tion whose functional role is other than as a securi14 ties analyst.’’. 

15 (c) EXPANDING PERMISSIBLE COMMUNICATIONS.— 

16 Section 5 of the Securities Act of 1933 (15 U.S.C. 77e) 

17 is amended— 

18 (1) by redesignating subsection (d) as sub19 section (e); and 

20 (2) by inserting after subsection (c) the fol21 lowing: 

22 ‘‘(d) LIMITATION.—Notwithstanding any other provi23 sion of this section, an emerging growth company or any 

24 person authorized to act on behalf of an emerging growth 

25 company may engage in oral or written communications 
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1 with potential investors that are qualified institutional 

2 buyers or institutions that are accredited investors, as 

3 such terms are respectively defined in section 230.144A 

4 and section 230.501(a) of title 17, Code of Federal Regu5 lations, or any successor thereto, to determine whether 

6 such investors might have an interest in a contemplated 

7 securities offering, either prior to or following the date of 

8 filing of a registration statement with respect to such se9 curities with the Commission, subject to the requirement 

10 of subsection (b)(2).’’. 

11 (d) POST OFFERING COMMUNICATIONS.—Neither 

12 the Commission nor any national securities association 

13 registered under section 15A of the Securities Exchange 

14 Act of 1934 may adopt or maintain any rule or regulation 

15 prohibiting any broker, dealer, or member of a national 

16 securities association from publishing or distributing any 

17 research report or making a public appearance, with re18 spect to the securities of an emerging growth company, 

19 either— 

20 (1) within any prescribed period of time fol21 lowing the initial public offering date of the emerg22 ing growth company; or 

23 (2) within any prescribed period of time prior 

24 to the expiration date of any agreement between the 

25 broker, dealer, or member of a national securities as-
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1 sociation and the emerging growth company or its 

2 shareholders that restricts or prohibits the sale of 

3 securities held by the emerging growth company or 

4 its shareholders after the initial public offering date. 

5 SEC. 106. OTHER MATTERS. 

6 (a) DRAFT REGISTRATION STATEMENTS.—Section 6 

7 of the Securities Act of 1933 (15 U.S.C. 77f) is amended 

8 by adding at the end the following: 

9 ‘‘(e) EMERGING GROWTH COMPANIES.— 

10 ‘‘(1) IN GENERAL.—Any emerging growth com11 pany, prior to its initial public offering date, may 

12 confidentially submit to the Commission a draft reg13 istration statement, for confidential nonpublic review 

14 by the staff of the Commission prior to public filing, 

15 provided that the initial confidential submission and 

16 all amendments thereto shall be publicly filed with 

17 the Commission not later than 21 days before the 

18 date on which the issuer conducts a road show, as 

19 such term is defined in section 230.433(h)(4) of title 

20 17, Code of Federal Regulations, or any successor 

21 thereto. 

22 ‘‘(2) CONFIDENTIALITY.—Notwithstanding any 

23 other provision of this title, the Commission shall 

24 not be compelled to disclose any information pro25 vided to or obtained by the Commission pursuant to 
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1 this subsection. For purposes of section 552 of title 

2 5, United States Code, this subsection shall be con3 sidered a statute described in subsection (b)(3)(B) 

4 of such section 552. Information described in or ob5 tained pursuant to this subsection shall be deemed 

6 to constitute confidential information for purposes of 

7 section 24(b)(2) of the Securities Exchange Act of 

8 1934.’’. 

9 (b) TICK SIZE.—Section 11A(c) of the Securities Ex10 change Act of 1934 (15 U.S.C. 78k–1(c)) is amended by 

11 adding at the end the following new paragraph: 

12 ‘‘(6) TICK SIZE.— 

13 ‘‘(A) STUDY AND REPORT.—The Commis14 sion shall conduct a study examining the transi15 tion to trading and quoting securities in one 

16 penny increments, also known as 

17 decimalization. The study shall examine the im18 pact that decimalization has had on the number 

19 of initial public offerings since its implementa20 tion relative to the period before its implemen21 tation. The study shall also examine the impact 

22 that this change has had on liquidity for small 

23 and middle capitalization company securities 

24 and whether there is sufficient economic incen25 tive to support trading operations in these secu-
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1 rities in penny increments. Not later than 90 

2 days after the date of enactment of this para3 graph, the Commission shall submit to Con4 gress a report on the findings of the study. 

5 ‘‘(B) DESIGNATION.—If the Commission 

6 determines that the securities of emerging 

7 growth companies should be quoted and traded 

8 using a minimum increment of greater than 

9 $0.01, the Commission may, by rule not later 

10 than 180 days after the date of enactment of 

11 this paragraph, designate a minimum increment 

12 for the securities of emerging growth companies 

13 that is greater than $0.01 but less than $0.10 

14 for use in all quoting and trading of securities 

15 in any exchange or other execution venue.’’. 

16 SEC. 107. OPT-IN RIGHT FOR EMERGING GROWTH COMPA17 NIES. 

18 (a) IN GENERAL.—With respect to an exemption pro19 vided to emerging growth companies under this title, or 

20 an amendment made by this title, an emerging growth 

21 company may choose to forgo such exemption and instead 

22 comply with the requirements that apply to an issuer that 

23 is not an emerging growth company. 

24 (b) SPECIAL RULE.—Notwithstanding subsection (a), 

25 with respect to the extension of time to comply with new 
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1 or revised financial accounting standards provided under 

2 section 7(a)(2)(B) of the Securities Act of 1933 and sec3 tion 13(a) of the Securities Exchange Act of 1934, as 

4 added by section 102(b), if an emerging growth company 

5 chooses to comply with such standards to the same extent 

6 that a non-emerging growth company is required to com7 ply with such standards, the emerging growth company— 

8 (1) must make such choice at the time the com9 pany is first required to file a registration state10 ment, periodic report, or other report with the Com11 mission under section 13 of the Securities Exchange 

12 Act of 1934 and notify the Securities and Exchange 

13 Commission of such choice; 

14 (2) may not select some standards to comply 

15 with in such manner and not others, but must com16 ply with all such standards to the same extent that 

17 a non-emerging growth company is required to com18 ply with such standards; and 

19 (3) must continue to comply with such stand20 ards to the same extent that a non-emerging growth 

21 company is required to comply with such standards 

22 for as long as the company remains an emerging 

23 growth company. 
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1 SEC. 108. REVIEW OF REGULATION S-K. 

2 (a) REVIEW.—The Securities and Exchange Commis3 sion shall conduct a review of its Regulation S-K (17 CFR 

4 229.10 et seq.) to— 

5 (1) comprehensively analyze the current reg6 istration requirements of such regulation; and 

7 (2) determine how such requirements can be 

8 updated to modernize and simplify the registration 

9 process and reduce the costs and other burdens as10 sociated with these requirements for issuers who are 

11 emerging growth companies. 

12 (b) REPORT.—Not later the 180 days after the date 

13 of enactment of this title, the Commission shall transmit 

14 to Congress a report of the review conducted under sub15 section (a). The report shall include the specific rec16 ommendations of the Commission on how to streamline 

17 the registration process in order to make it more efficient 

18 and less burdensome for the Commission and for prospec19 tive issuers who are emerging growth companies. 

20 TITLE II—ACCESS TO CAPITAL 

21 FOR JOB CREATORS 

22 SEC. 201. MODIFICATION OF EXEMPTION. 

23 (a) MODIFICATION OF RULES.— 

24 (1) Not later than 90 days after the date of the 

25 enactment of this Act, the Securities and Exchange 

26 Commission shall revise its rules issued in section 
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1 230.506 of title 17, Code of Federal Regulations, to 

2 provide that the prohibition against general solicita3 tion or general advertising contained in section 

4 230.502(c) of such title shall not apply to offers and 

5 sales of securities made pursuant to section 230.506, 

6 provided that all purchasers of the securities are ac7 credited investors. Such rules shall require the issuer 

8 to take reasonable steps to verify that purchasers of 

9 the securities are accredited investors, using such 

10 methods as determined by the Commission. Section 

11 230.506 of title 17, Code of Federal Regulations, as 

12 revised pursuant to this section, shall continue to be 

13 treated as a regulation issued under section 4(2) of 

14 the Securities Act of 1933 (15 U.S.C. 77d(2)). 

15 (2) Not later than 90 days after the date of en16 actment of this Act, the Securities and Exchange 

17 Commission shall revise subsection (d)(1) of section 

18 230.144A of title 17, Code of Federal Regulations, 

19 to provide that securities sold under such revised ex20 emption may be offered to persons other than quali21 fied institutional buyers, including by means of gen22 eral solicitation or general advertising, provided that 

23 securities are sold only to persons that the seller and 

24 any person acting on behalf of the seller reasonably 

25 believe is a qualified institutional buyer. 
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1 (b) CONSISTENCY IN INTERPRETATION.—Section 4 

2 of the Securities Act of 1933 (15 U.S.C. 77d) is amend3 ed— 

4 (1) by striking ‘‘The provisions of section 5’’ 

5 and inserting ‘‘(a) The provisions of section 5’’; and 

6 (2) by adding at the end the following: 

7 ‘‘(b) Offers and sales exempt under section 230.506 

8 of title 17, Code of Federal Regulations (as revised pursu9 ant to section 201 of the Jumpstart Our Business 

10 Startups Act) shall not be deemed public offerings under 

11 the Federal securities laws as a result of general adver12 tising or general solicitation.’’. 

13 (c) EXPLANATION OF EXEMPTION.—Section 4 of the 

14 Securities Act of 1933 (15 U.S.C. 77d) is amended— 

15 (1) by striking ‘‘The provisions of section 5’’ 

16 and inserting ‘‘(a) The provisions of section 5’’; and 

17 (2) by adding at the end the following: 

18 ‘‘(b)(1) With respect to securities offered and sold in 

19 compliance with Rule 506 of Regulation D under this Act, 

20 no person who meets the conditions set forth in paragraph 

21 (2) shall be subject to registration as a broker or dealer 

22 pursuant to section 15(a)(1) of this title, solely because— 

23 ‘‘(A) that person maintains a platform or 

24 mechanism that permits the offer, sale, pur25 chase, or negotiation of or with respect to secu-
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1 rities, or permits general solicitations, general 

2 advertisements, or similar or related activities 

3 by issuers of such securities, whether online, in 

4 person, or through any other means; 

5 ‘‘(B) that person or any person associated 

6 with that person co-invests in such securities; or 

7 ‘‘(C) that person or any person associated 

8 with that person provides ancillary services with 

9 respect to such securities. 

10 ‘‘(2) The exemption provided in paragraph (1) shall 

11 apply to any person described in such paragraph if— 

12 ‘‘(A) such person and each person associated 

13 with that person receives no compensation in connec14 tion with the purchase or sale of such security; 

15 ‘‘(B) such person and each person associated 

16 with that person does not have possession of cus17 tomer funds or securities in connection with the pur18 chase or sale of such security; and 

19 ‘‘(C) such person is not subject to a statutory 

20 disqualification as defined in section 3(a)(39) of this 

21 title and does not have any person associated with 

22 that person subject to such a statutory disqualifica23 tion. 

24 ‘‘(3) For the purposes of this subsection, the term 

25 ‘ancillary services’ means— 
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1 ‘‘(A) the provision of due diligence services, in 

2 connection with the offer, sale, purchase, or negotia3 tion of such security, so long as such services do not 

4 include, for separate compensation, investment ad5 vice or recommendations to issuers or investors; and 

6 ‘‘(B) the provision of standardized documents 

7 to the issuers and investors, so long as such person 

8 or entity does not negotiate the terms of the 

9 issuance for and on behalf of third parties and 

10 issuers are not required to use the standardized doc11 uments as a condition of using the service.’’. 

12 TITLE III—ENTREPRENEUR 

13 ACCESS TO CAPITAL 

14 SEC. 301. CROWDFUNDING EXEMPTION. 

15 (a) SECURITIES ACT OF 1933.—Section 4 of the Se16 curities Act of 1933 (15 U.S.C. 77d) (as amended by sec17 tion 201) is further amended by adding at the end the 

18 following: 

19 ‘‘(6) transactions involving the offer or sale of 

20 securities by an issuer, provided that— 

21 ‘‘(A) the aggregate amount sold within the 

22 previous 12-month period in reliance upon this 

23 exemption is— 

24 ‘‘(i) $1,000,000, as such amount is 

25 adjusted by the Commission to reflect the 
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1 annual change in the Consumer Price 

2 Index for All Urban Consumers published 

3 by the Bureau of Labor Statistics, or less; 

4 or 

5 ‘‘(ii) if the issuer provides potential 

6 investors with audited financial statements, 

7 $2,000,000, as such amount is adjusted by 

8 the Commission to reflect the annual 

9 change in the Consumer Price Index for 

10 All Urban Consumers published by the Bu11 reau of Labor Statistics, or less; 

12 ‘‘(B) the aggregate amount sold to any in13 vestor in reliance on this exemption within the 

14 previous 12-month period does not exceed the 

15 lesser of— 

16 ‘‘(i) $10,000, as such amount is ad17 justed by the Commission to reflect the an18 nual change in the Consumer Price Index 

19 for All Urban Consumers published by the 

20 Bureau of Labor Statistics; and 

21 ‘‘(ii) 10 percent of such investor’s an22 nual income; 

23 ‘‘(C) in the case of a transaction involving 

24 an intermediary between the issuer and the in-
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1 vestor, such intermediary complies with the re2 quirements under section 4A(a); and 

3 ‘‘(D) in the case of a transaction not in4 volving an intermediary between the issuer and 

5 the investor, the issuer complies with the re6 quirements under section 4A(b).’’. 

7 (b) REQUIREMENTS TO QUALIFY FOR

8 CROWDFUNDING EXEMPTION.—The Securities Act of 

9 1933 is amended by inserting after section 4 the following: 

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

11 SMALL TRANSACTIONS. 

12 ‘‘(a) REQUIREMENTS ON INTERMEDIARIES.—For 

13 purposes of section 4(6), a person acting as an inter14 mediary in a transaction involving the offer or sale of secu15 rities shall comply with the requirements of this subsection 

16 if the intermediary— 

17 ‘‘(1) warns investors, including on the 

18 intermediary’s website used for the offer and sale of 

19 such securities, of the speculative nature generally 

20 applicable to investments in startups, emerging busi21 nesses, and small issuers, including risks in the sec22 ondary market related to illiquidity; 

23 ‘‘(2) warns investors that they are subject to 

24 the restriction on sales requirement described under 

25 subsection (e); 
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1 ‘‘(3) takes reasonable measures to reduce the 

2 risk of fraud with respect to such transaction; 

3 ‘‘(4) provides the Commission with the 

4 intermediary’s physical address, website address, 

5 and the names of the intermediary and employees of 

6 the intermediary, and keep such information up-to7 date; 

8 ‘‘(5) provides the Commission with continuous 

9 investor-level access to the intermediary’s website; 

10 ‘‘(6) requires each potential investor to answer 

11 questions demonstrating— 

12 ‘‘(A) an understanding of the level of risk 

13 generally applicable to investments in startups, 

14 emerging businesses, and small issuers; 

15 ‘‘(B) an understanding of the risk of 

16 illiquidity; and 

17 ‘‘(C) such other areas as the Commission 

18 may determine appropriate by rule or regula19 tion; 

20 ‘‘(7) requires the issuer to state a target offer21 ing amount and a deadline to reach the target offer22 ing amount and ensure the third party custodian de23 scribed under paragraph (10) withholds offering pro24 ceeds until aggregate capital raised from investors 
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1 other than the issuer is no less than 60 percent of 

2 the target offering amount; 

3 ‘‘(8) carries out a background check on the 

4 issuer’s principals; 

5 ‘‘(9) provides the Commission and potential in6 vestors with notice of the offering, not later than the 

7 first day securities are offered to potential investors, 

8 including— 

9 ‘‘(A) the issuer’s name, legal status, phys10 ical address, and website address; 

11 ‘‘(B) the names of the issuer’s principals; 

12 ‘‘(C) the stated purpose and intended use 

13 of the proceeds of the offering sought by the 

14 issuer; and 

15 ‘‘(D) the target offering amount and the 

16 deadline to reach the target offering amount; 

17 ‘‘(10) outsources cash-management functions to 

18 a qualified third party custodian, such as a broker 

19 or dealer registered under section 15(b)(1) of the 

20 Securities Exchange Act of 1934 or an insured de21 pository institution; 

22 ‘‘(11) maintains such books and records as the 

23 Commission determines appropriate; 

24 ‘‘(12) makes available on the intermediary’s 

25 website a method of communication that permits the 
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1 issuer and investors to communicate with one an2 other; 

3 ‘‘(13) provides the Commission with a notice 

4 upon completion of the offering, which shall include 

5 the aggregate offering amount and the number of 

6 purchasers; and 

7 ‘‘(14) does not offer investment advice. 

8 ‘‘(b) REQUIREMENTS ON ISSUERS IF NO INTER9 MEDIARY.—For purposes of section 4(6), an issuer who 

10 offers or sells securities without an intermediary shall 

11 comply with the requirements of this subsection if the 

12 issuer— 

13 ‘‘(1) warns investors, including on the issuer’s 

14 website, of the speculative nature generally applica15 ble to investments in startups, emerging businesses, 

16 and small issuers, including risks in the secondary 

17 market related to illiquidity; 

18 ‘‘(2) warns investors that they are subject to 

19 the restriction on sales requirement described under 

20 subsection (e); 

21 ‘‘(3) takes reasonable measures to reduce the 

22 risk of fraud with respect to such transaction; 

23 ‘‘(4) provides the Commission with the issuer’s 

24 physical address, website address, and the names of 
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1 the principals and employees of the issuers, and 

2 keeps such information up-to-date; 

3 ‘‘(5) provides the Commission with continuous 

4 investor-level access to the issuer’s website; 

5 ‘‘(6) requires each potential investor to answer 

6 questions demonstrating— 

7 ‘‘(A) an understanding of the level of risk 

8 generally applicable to investments in startups, 

9 emerging businesses, and small issuers; 

10 ‘‘(B) an understanding of the risk of 

11 illiquidity; and 

12 ‘‘(C) such other areas as the Commission 

13 may determine appropriate by rule or regula14 tion; 

15 ‘‘(7) states a target offering amount and en16 sures that the third party custodian described under 

17 paragraph (9) withholds offering proceeds until the 

18 aggregate capital raised from investors other than 

19 the issuer is no less than 60 percent of the target 

20 offering amount; 

21 ‘‘(8) provides the Commission with notice of the 

22 offering, not later than the first day securities are 

23 offered to potential investors, including— 
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1 ‘‘(A) the stated purpose and intended use 

2 of the proceeds of the offering sought by the 

3 issuer; and 

4 ‘‘(B) the target offering amount and the 

5 deadline to reach the target offering amount; 

6 ‘‘(9) outsources cash-management functions to 

7 a qualified third party custodian, such as a broker 

8 or dealer registered under section 15(b)(1) of the 

9 Securities Exchange Act of 1934 or an insured de10 pository institution; 

11 ‘‘(10) maintains such books and records as the 

12 Commission determines appropriate; 

13 ‘‘(11) makes available on the issuer’s website a 

14 method of communication that permits the issuer 

15 and investors to communicate with one another; 

16 ‘‘(12) does not offer investment advice; 

17 ‘‘(13) provides the Commission with a notice 

18 upon completion of the offering, which shall include 

19 the aggregate offering amount and the number of 

20 purchasers; and 

21 ‘‘(14) discloses to potential investors, on the 

22 issuer’s website, that the issuer has an interest in 

23 the issuance. 

24 ‘‘(c) VERIFICATION OF INCOME.—For purposes of 

25 section 4(6), an issuer or intermediary may rely on certifi-
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1 cations as to annual income provided by the person to 

2 whom the securities are sold to verify the investor’s in3 come. 

4 ‘‘(d) INFORMATION AVAILABLE TO STATES.—The 

5 Commission shall make the notices described under sub6 sections (a)(9), (a)(13), (b)(8), and (b)(13) and the infor7 mation described under subsections (a)(4) and (b)(4) 

8 available to the States. 

9 ‘‘(e) RESTRICTION ON SALES.—With respect to a 

10 transaction involving the issuance of securities described 

11 under section 4(6), a purchaser may not transfer such se12 curities during the 1-year period beginning on the date 

13 of purchase, unless such securities are sold to— 

14 ‘‘(1) the issuer of such securities; or 

15 ‘‘(2) an accredited investor. 

16 ‘‘(f) CONSTRUCTION.— 

17 ‘‘(1) NO REGISTRATION AS BROKER.—With re18 spect to a transaction described under section 4(6) 

19 involving an intermediary, such intermediary shall 

20 not be required to register as a broker under section 

21 15(a)(1) of the Securities Exchange Act of 1934 

22 solely by reason of participation in such transaction. 

23 ‘‘(2) NO PRECLUSION OF OTHER CAPITAL RAIS24 ING.—Nothing in this section or section 4(6) shall 

25 be construed as preventing an issuer from raising 
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1 capital through methods not described under section 

2 4(6).’’. 

3 (c) RULEMAKING.—Not later than 180 days after the 

4 date of the enactment of this Act, the Securities and Ex5 change Commission shall issue such rules as may be nec6 essary to carry out section 4A of the Securities Act of 

7 1933. In issuing such rules, the Commission shall consider 

8 the costs and benefits of the action. 

9 (d) DISQUALIFICATION.—Not later than 180 days 

10 after the date of the enactment of this Act, the Securities 

11 and Exchange Commission shall by rule or regulation es12 tablish disqualification provisions under which an issuer 

13 shall not be eligible to utilize the exemption under section 

14 4(6) of the Securities Act of 1933 based on the discipli15 nary history of the issuer or its predecessors, affiliates, 

16 officers, directors, or persons fulfilling similar roles. The 

17 Commission shall also establish disqualification provisions 

18 under which an intermediary shall not be eligible to act 

19 as an intermediary in connection with an offering utilizing 

20 the exemption under section 4(6) of the Securities Act of 

21 1933 based on the disciplinary history of the intermediary 

22 or its predecessors, affiliates, officers, directors, or persons 

23 fulfilling similar roles. Such provisions shall be substan24 tially similar to the disqualification provisions contained 

25 in the regulations adopted in accordance with section 926 
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1 of the Dodd-Frank Wall Street Reform and Consumer 

2 Protection Act (15 U.S.C. 77d note). 

3 SEC. 302. EXCLUSION OF CROWDFUNDING INVESTORS 

4 FROM SHAREHOLDER CAP. 

5 Section 12(g)(5) of the Securities Exchange Act of 

6 1934 (15 U.S.C. 78l(g)(5)) is amended— 

7 (1) by striking ‘‘(5) For the purposes’’ and in8 serting: 

9 ‘‘(5) DEFINITIONS.— 

10 ‘‘(A) IN GENERAL.—For the purposes’’; 

11 and 

12 (2) by adding at the end the following: 

13 ‘‘(B) EXCLUSION FOR PERSONS HOLDING

14 CERTAIN SECURITIES.—For purposes of this 

15 subsection, securities held by persons who pur16 chase such securities in transactions described 

17 under section 4(6) of the Securities Act of 1933 

18 shall not be deemed to be ‘held of record’.’’. 

19 SEC. 303. PREEMPTION OF STATE LAW. 

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

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

22 (1) by redesignating subparagraphs (C) and 

23 (D) as subparagraphs (E) and (F), respectively; and 

24 (2) by inserting after subparagraph (B) the fol25 lowing: 
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1 ‘‘(C) section 4(6);’’. 

2 (b) CLARIFICATION OF THE PRESERVATION OF

3 STATE ENFORCEMENT AUTHORITY.— 

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

5 subsection (a) relate solely to State registration, doc6 umentation, and offering requirements, as described 

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

8 U.S.C. 77r(a)), and shall have no impact or limita9 tion on other State authority to take enforcement 

10 action with regard to an issuer, intermediary, or any 

11 other person or entity using the exemption from reg12 istration provided by section 4(6) of such Act. 

13 (2) CLARIFICATION OF STATE JURISDICTION

14 OVER UNLAWFUL CONDUCT OF INTERMEDIARIES, 

15 ISSUERS, AND CUSTODIANS.—Section 18(c)(1) of the 

16 Securities Act of 1933 is amended by striking ‘‘with 

17 respect to fraud or deceit, or unlawful conduct by a 

18 broker or dealer, in connection with securities or se19 curities transactions.’’ and inserting the following: ‘‘, 

20 in connection with securities or securities trans21 actions, with respect to— 

22 ‘‘(A) fraud or deceit; 

23 ‘‘(B) unlawful conduct by a broker or deal24 er; and 
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1 ‘‘(C) with respect to a transaction de2 scribed under section 4(6), unlawful conduct by 

3 an intermediary, issuer, or custodian.’’. 

4 TITLE IV—SMALL COMPANY 

5 CAPITAL FORMATION 

6 SEC. 401. AUTHORITY TO EXEMPT CERTAIN SECURITIES. 

7 (a) IN GENERAL.—Section 3(b) of the Securities Act 

8 of 1933 (15 U.S.C. 77c(b)) is amended— 

9 (1) by striking ‘‘(b) The Commission’’ and in10 serting the following: 

11 ‘‘(b) ADDITIONAL EXEMPTIONS.— 

12 ‘‘(1) SMALL ISSUES EXEMPTIVE AUTHORITY.— 

13 The Commission’’; and 

14 (2) by adding at the end the following: 

15 ‘‘(2) ADDITIONAL ISSUES.—The Commission 

16 shall by rule or regulation add a class of securities 

17 to the securities exempted pursuant to this section 

18 in accordance with the following terms and condi19 tions: 

20 ‘‘(A) The aggregate offering amount of all 

21 securities offered and sold within the prior 12- 

22 month period in reliance on the exemption 

23 added in accordance with this paragraph shall 

24 not exceed $50,000,000. 
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1 ‘‘(B) The securities may be offered and 

2 sold publicly. 

3 ‘‘(C) The securities shall not be restricted 

4 securities within the meaning of the Federal se5 curities laws and the regulations promulgated 

6 thereunder. 

7 ‘‘(D) The civil liability provision in section 

8 12(a)(2) shall apply to any person offering or 

9 selling such securities. 

10 ‘‘(E) The issuer may solicit interest in the 

11 offering prior to filing any offering statement, 

12 on such terms and conditions as the Commis13 sion may prescribe in the public interest or for 

14 the protection of investors. 

15 ‘‘(F) The Commission shall require the 

16 issuer to file audited financial statements with 

17 the Commission annually. 

18 ‘‘(G) Such other terms, conditions, or re19 quirements as the Commission may determine 

20 necessary in the public interest and for the pro21 tection of investors, which may include— 

22 ‘‘(i) a requirement that the issuer pre23 pare and electronically file with the Com24 mission and distribute to prospective inves25 tors an offering statement, and any related 
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•HR 3606 EH

1 documents, in such form and with such 

2 content as prescribed by the Commission, 

3 including audited financial statements, a 

4 description of the issuer’s business oper5 ations, its financial condition, its corporate 

6 governance principles, its use of investor 

7 funds, and other appropriate matters; and 

8 ‘‘(ii) disqualification provisions under 

9 which the exemption shall not be available 

10 to the issuer or its predecessors, affiliates, 

11 officers, directors, underwriters, or other 

12 related persons, which shall be substan13 tially similar to the disqualification provi14 sions contained in the regulations adopted 

15 in accordance with section 926 of the 

16 Dodd-Frank Wall Street Reform and Con17 sumer Protection Act (15 U.S.C. 77d 

18 note). 

19 ‘‘(3) LIMITATION.—Only the following types of 

20 securities may be exempted under a rule or regula21 tion adopted pursuant to paragraph (2): equity secu22 rities, debt securities, and debt securities convertible 

23 or exchangeable to equity interests, including any 

24 guarantees of such securities. 
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1 ‘‘(4) PERIODIC DISCLOSURES.—Upon such 

2 terms and conditions as the Commission determines 

3 necessary in the public interest and for the protec4 tion of investors, the Commission by rule or regula5 tion may require an issuer of a class of securities ex6 empted under paragraph (2) to make available to in7 vestors and file with the Commission periodic disclo8 sures regarding the issuer, its business operations, 

9 its financial condition, its corporate governance prin10 ciples, its use of investor funds, and other appro11 priate matters, and also may provide for the suspen12 sion and termination of such a requirement with re13 spect to that issuer. 

14 ‘‘(5) ADJUSTMENT.—Not later than 2 years 

15 after the date of enactment of the Small Company 

16 Capital Formation Act of 2011 and every 2 years 

17 thereafter, the Commission shall review the offering 

18 amount limitation described in paragraph (2)(A) and 

19 shall increase such amount as the Commission deter20 mines appropriate. If the Commission determines 

21 not to increase such amount, it shall report to the 

22 Committee on Financial Services of the House of 

23 Representatives and the Committee on Banking, 

24 Housing, and Urban Affairs of the Senate on its 

25 reasons for not increasing the amount.’’. 
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1 (b) TREATMENT AS COVERED SECURITIES FOR PUR2 POSES OF NSMIA.—Section 18(b)(4) of the Securities 

3 Act of 1933 (as amended by section 303) (15 U.S.C. 

4 77r(b)(4)) is further amended by inserting after subpara5 graph (C) (as added by such section) the following: 

6 ‘‘(D) a rule or regulation adopted pursuant 

7 to section 3(b)(2) and such security is— 

8 ‘‘(i) offered or sold on a national secu9 rities exchange; or 

10 ‘‘(ii) offered or sold to a qualified pur11 chaser, as defined by the Commission pur12 suant to paragraph (3) with respect to that 

13 purchase or sale;’’. 

14 (c) CONFORMING AMENDMENT.—Section 4(5) of the 

15 Securities Act of 1933 is amended by striking ‘‘section 

16 3(b)’’ and inserting ‘‘section 3(b)(1)’’. 

17 SEC. 402. STUDY ON THE IMPACT OF STATE BLUE SKY 

18 LAWS ON REGULATION A OFFERINGS. 

19 The Comptroller General shall conduct a study on the 

20 impact of State laws regulating securities offerings, or 

21 ‘‘Blue Sky laws’’, on offerings made under Regulation A 

22 (17 CFR 230.251 et seq.). The Comptroller General shall 

23 transmit a report on the findings of the study to the Com24 mittee on Financial Services of the House of Representa25 tives, and the Committee on Banking, Housing, and 
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1 Urban Affairs of the Senate not later than 3 months after 

2 the date of enactment of this Act. 

3 TITLE V—PRIVATE COMPANY 

4 FLEXIBILITY AND GROWTH 

5 SEC. 501. THRESHOLD FOR REGISTRATION. 

6 Section 12(g)(1)(A) of the Securities Exchange Act 

7 of 1934 (15 U.S.C. 78l(g)(1)(A)) is amended to read as 

8 follows: 

9 ‘‘(A) within 120 days after the last day of its 

10 first fiscal year ended on which the issuer has total 

11 assets exceeding $10,000,000 and a class of equity 

12 security (other than an exempted security) held of 

13 record by either— 

14 ‘‘(i) 2,000 persons, or 

15 ‘‘(ii) 500 persons who are not accredited inves16 tors (as such term is defined by the Commission), 

17 and’’. 

18 SEC. 502. EMPLOYEES. 

19 Section 12(g)(5) of the Securities Exchange Act of 

20 1934 (15 U.S.C. 78l(g)(5)), as amended by section 302, 

21 is amended in subparagraph (A) by adding at the end the 

22 following: ‘‘For purposes of determining whether an issuer 

23 is required to register a security with the Commission pur24 suant to paragraph (1), the definition of ‘held of record’ 

25 shall not include securities held by persons who received 
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1 the securities pursuant to an employee compensation plan 

2 in transactions exempted from the registration require3 ments of section 5 of the Securities Act of 1933.’’. 

4 SEC. 503. COMMISSION RULEMAKING. 

5 The Securities and Exchange Commission shall revise 

6 the definition of ‘‘held of record’’ pursuant to section 

7 12(g)(5) of the Securities Exchange Act of 1934 (15 

8 U.S.C. 78l(g)(5)) to implement the amendment made by 

9 section 502. The Commission shall also adopt safe harbor 

10 provisions that issuers can follow when determining 

11 whether holders of their securities received the securities 

12 pursuant to an employee compensation plan in trans13 actions that were exempt from the registration require14 ments of section 5 of the Securities Act of 1933. 

15 SEC. 504. COMMISSION STUDY OF ENFORCEMENT AUTHOR16 ITY UNDER RULE 12G5–1. 

17 The Securities and Exchange Commission shall ex18 amine its authority to enforce Rule 12g5–1 to determine 

19 if new enforcement tools are needed to enforce the anti20 evasion provision contained in subsection (b)(3) of the 

21 rule, and shall, not later than 120 days after the date of 

22 enactment of this Act transmit its recommendations to 

23 Congress. 
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1 TITLE VI—CAPITAL EXPANSION 

2 SEC. 601. SHAREHOLDER THRESHOLD FOR REGISTRATION. 

3 (a) AMENDMENTS TO SECTION 12 OF THE SECURI4 TIES EXCHANGE ACT OF 1934.—Section 12(g) of the Se5 curities Exchange Act of 1934 (15 U.S.C. 78l(g)) is fur6 ther amended— 

7 (1) in paragraph (1), by amending subpara8 graph (B) to read as follows: 

9 ‘‘(B) in the case of an issuer that is a bank or 

10 a bank holding company, as such term is defined in 

11 section 2 of the Bank Holding Company Act of 1956 

12 (12 U.S.C. 1841), not later than 120 days after the 

13 last day of its first fiscal year ended after the effec14 tive date of this subsection, on which the issuer has 

15 total assets exceeding $10,000,000 and a class of eq16 uity security (other than an exempted security) held 

17 of record by 2,000 or more persons,’’; and 

18 (2) in paragraph (4), by striking ‘‘three hun19 dred’’ and inserting ‘‘300 persons, or, in the case of 

20 a bank or a bank holding company, as such term is 

21 defined in section 2 of the Bank Holding Company 

22 Act of 1956 (12 U.S.C. 1841), 1,200 persons’’. 

23 (b) AMENDMENTS TO SECTION 15 OF THE SECURI24 TIES EXCHANGE ACT OF 1934.—Section 15(d) of the Se25 curities Exchange Act of 1934 (15 U.S.C. 78o(d)) is 
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1 amended, in the third sentence, by striking ‘‘three hun2 dred’’ and inserting ‘‘300 persons, or, in the case of bank 

3 or a bank holding company, as such term is defined in 

4 section 2 of the Bank Holding Company Act of 1956 (12 

5 U.S.C. 1841), 1,200 persons’’. 

6 SEC. 602. RULEMAKING. 

7 Not later than 1 year after the date of enactment 

8 of this Act, the Securities and Exchange Commission shall 

9 issue final regulations to implement this title and the 

10 amendments made by this title. 

11 TITLE VII—OUTREACH ON 

12 CHANGES TO THE LAW 

13 SEC. 701. OUTREACH BY THE COMMISSION. 

14 The Securities and Exchange Commission shall pro15 vide online information and conduct outreach to inform 

16 small and medium sized businesses, women owned busi17 nesses, veteran owned businesses, and minority owned 

18 businesses of the changes made by this Act. 

Passed the House of Representatives March 8, 

2012. 

Attest: 

Clerk. 

112TH CONGRESS 

2D SESSION H. R. 3606 

AN ACT 

To increase American job creation and economic 

markets for emerging growth companies. growth by improving access to the public capital