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[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2201 Engrossed in House (EH)]

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115th CONGRESS
  1st Session
                                H. R. 2201

_______________________________________________________________________

                                 AN ACT

 
 To amend the Securities Act of 1933 to exempt certain micro-offerings 
from the registration requirements of such Act, and for other purposes.

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

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Micro Offering Safe Harbor Act''.

SEC. 2. EXEMPTIONS FOR MICRO-OFFERINGS.

    (a) In General.--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:
            ``(8) transactions meeting the requirements of subsection 
        (f).''; and
            (2) by adding at the end the following:
    ``(f) Certain Micro-Offerings.--
            ``(1) In general.--The transactions referred to in 
        subsection (a)(8) are transactions involving the sale of 
        securities by an issuer (including all entities controlled by 
        or under common control with the issuer) that meet all of the 
        following requirements:
                    ``(A) Pre-existing relationship.--Each purchaser 
                has a substantive pre-existing relationship with an 
                officer of the issuer, a director of the issuer, or a 
                shareholder holding 10 percent or more of the shares of 
                the issuer.
                    ``(B) 35 or fewer purchasers.--There are no more 
                than, or the issuer reasonably believes that there are 
                no more than, 35 purchasers of securities from the 
                issuer that are sold in reliance on the exemption 
                provided under subsection (a)(8) during the 12-month 
                period preceding such transaction.
                    ``(C) Small offering amount.--The aggregate amount 
                of all securities sold by the issuer, including any 
                amount sold in reliance on the exemption provided under 
                subsection (a)(8), during the 12-month period preceding 
                such transaction, does not exceed $500,000.
            ``(2) Disqualification.--
                    ``(A) In general.--The exemption provided under 
                subsection (a)(8) shall not be available for a 
                transaction involving a sale of securities if any 
                person described in subparagraph (B) would have 
                triggered disqualification pursuant to section 
                230.506(d) of title 17, Code of Federal Regulations.
                    ``(B) Persons described.--The persons described in 
                this subparagraph are the following:
                            ``(i) The issuer.
                            ``(ii) Any predecessor of the issuer.
                            ``(iii) Any affiliated issuer.
                            ``(iv) Any director, executive officer, 
                        other officer participating in the offering, 
                        general partner, or managing member of the 
                        issuer.
                            ``(v) Any beneficial owner of 20 percent or 
                        more of the issuer's outstanding voting equity 
                        securities, calculated on the basis of voting 
                        power.
                            ``(vi) Any promoter connected with the 
                        issuer in any capacity at the time of such 
                        sale.
                            ``(vii) Any investment manager of an issuer 
                        that is a pooled investment fund.
                            ``(viii) Any person that has been or will 
                        be paid (directly or indirectly) remuneration 
                        for solicitation of purchasers in connection 
                        with such sale of securities.
                            ``(ix) Any general partner or managing 
                        member of any such investment manager or 
                        solicitor.
                            ``(x) Any director, executive officer, or 
                        other officer participating in the offering of 
                        any such investment manager or solicitor or 
                        general partner or managing member of such 
                        investment manager or solicitor.''.
    (b) Exemption Under State Regulations.--Section 18(b)(4) of the 
Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended--
            (1) in subparagraph (F), by striking ``or'' at the end;
            (2) in subparagraph (G), by striking the period and 
        inserting ``; or''; and
            (3) by adding at the end the following:
                    ``(H) section 4(a)(8).''.

            Passed the House of Representatives November 9, 2017.

            Attest:

                                                                 Clerk.
115th CONGRESS

  1st Session

                               H. R. 2201

_______________________________________________________________________

                                 AN ACT

 To amend the Securities Act of 1933 to exempt certain micro-offerings 
from the registration requirements of such Act, and for other purposes.
```