IB 

Union Calendar No. 280 

115TH CONGRESS 

1ST SESSION H. R. 2201 

[Report No. 115–383] 

To amend the Securities Act of 1933 to exempt certain micro-offerings from 

the registration requirements of such Act, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

APRIL 27, 2017 

Mr. EMMER introduced the following bill; which was referred to the Committee 

on Financial Services 

NOVEMBER 1, 2017 

Additional sponsors: Mr. STIVERS, Mr. MESSER, Mr. TIPTON, Mr. 

PITTENGER, and Mr. MACARTHUR

NOVEMBER 1, 2017 

Committed to the Committee of the Whole House on the State of the Union 

and ordered to be printed 


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•HR 2201 RH

A BILL 

To amend the Securities Act of 1933 to exempt certain 

micro-offerings from the registration requirements of 

such Act, and for other purposes. 


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•HR 2201 RH

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

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Micro Offering Safe 

5 Harbor Act’’. 

6 SEC. 2. EXEMPTIONS FOR MICRO-OFFERINGS. 

7 (a) IN GENERAL.—Section 4 of the Securities Act of 

8 1933 (15 U.S.C. 77d) is amended— 

9 (1) in subsection (a), by adding at the end the 

10 following: 

11 ‘‘(8) transactions meeting the requirements of 

12 subsection (f).’’; and 

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

14 ‘‘(f) CERTAIN MICRO-OFFERINGS.—The transactions 

15 referred to in subsection (a)(8) are transactions involving 

16 the sale of securities by an issuer (including all entities 

17 controlled by or under common control with the issuer) 

18 that meet all of the following requirements: 

19 ‘‘(1) PRE-EXISTING RELATIONSHIP.—Each pur20 chaser has a substantive pre-existing relationship 

21 with an officer of the issuer, a director of the issuer, 

22 or a shareholder holding 10 percent or more of the 

23 shares of the issuer. 

24 ‘‘(2) 35 OR FEWER PURCHASERS.—There are 

25 no more than, or the issuer reasonably believes that 


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1 there are no more than, 35 purchasers of securities 

2 from the issuer that are sold in reliance on the ex3 emption provided under subsection (a)(8) during the 

4 12-month period preceding such transaction. 

5 ‘‘(3) SMALL OFFERING AMOUNT.—The aggre6 gate amount of all securities sold by the issuer, in7 cluding any amount sold in reliance on the exemp8 tion provided under subsection (a)(8), during the 12- 

9 month period preceding such transaction, does not 

10 exceed $500,000.’’. 

11 (b) EXEMPTION UNDER STATE REGULATIONS.—Sec12 tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 

13 77r(b)(4)) is amended— 

14 (1) in subparagraph (F), by striking ‘‘or’’ at 

15 the end; 

16 (2) in subparagraph (G), by striking the period 

17 and inserting ‘‘; or’’; and 

18 (3) by adding at the end the following: 

19 ‘‘(H) section 4(a)(8).’’. 


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ethrower on DSK3G9T082PROD with BILLS
Union Calendar No. 280 

115TH CONGRESS 

1ST SESSION H. R. 2201 

[Report No. 115–383] 

A BILL 

To amend the Securities Act of 1933 to exempt 

quirements of such Act, and for other purposes. certain micro-offerings from the registration reNOVEMBER 1, 2017 

Committed to the Committee of the Whole House on the 

State of the Union and ordered to be printed 


ethrower on DSK3G9T082PROD with BILLS