II 

114TH CONGRESS 

2D SESSION H. R. 4855 

IN THE SENATE OF THE UNITED STATES 

JULY 6, 2016 

Received 

AN ACT 

To amend provisions in the securities laws relating to regulation crowdfunding to raise the dollar amount limit and 

to clarify certain requirements and exclusions for funding 

portals established by such Act. 

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 ‘‘Fix Crowdfunding 

3 Act’’. 

4 SEC. 2. CROWDFUNDING VEHICLES. 

5 (a) AMENDMENTS TO THE SECURITIES ACT OF

6 1933.—The Securities Act of 1933 (15 U.S.C. 77a et 

7 seq.) is amended— 

8 (1) in section 4A(f)(3), by inserting ‘‘by any of 

9 paragraphs (1) through (14) of’’ before ‘‘section 

10 3(c)’’; and 

11 (2) in section 4(a)(6)(B), by inserting after 

12 ‘‘any investor’’ the following: ‘‘, other than a 

13 crowdfunding vehicle (as defined in section 2(a) of 

14 the Investment Company Act of 1940),’’. 

15 (b) AMENDMENTS TO THE INVESTMENT COMPANY

16 ACT OF 1940.—The Investment Company Act of 1940 (15 

17 U.S.C. 80a–1 et seq.) is amended— 

18 (1) in section 2(a), by adding at the end the 

19 following: 

20 ‘‘(55) The term ‘crowdfunding vehicle’ means a 

21 company— 

22 ‘‘(A) whose purpose (as set forth in its or23 ganizational documents) is limited to acquiring, 

24 holding, and disposing securities issued by a 

25 single company in one or more transactions and 


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1 made pursuant to section 4(a)(6) of the Securi2 ties Act of 1933; 

3 ‘‘(B) which issues only one class of securi4 ties; 

5 ‘‘(C) which receives no compensation in 

6 connection with such acquisition, holding, or 

7 disposition of securities; 

8 ‘‘(D) no associated person of which re9 ceives any compensation in connection with 

10 such acquisition, holding or disposition of secu11 rities unless such person is acting as or on be12 half of an investment adviser registered under 

13 the Investment Advisers Act of 1940 or reg14 istered as an investment adviser in the State in 

15 which the investment adviser maintains its prin16 cipal office and place of business; 

17 ‘‘(E) the securities of which have been 

18 issued in a transaction made pursuant to sec19 tion 4(a)(6) of the Securities Act of 1933, 

20 where both the crowdfunding vehicle and the 

21 company whose securities it holds are co22 issuers; 

23 ‘‘(F) which is current in its ongoing disclo24 sure obligations under Rule 202 of Regulation 

25 Crowdfunding (17 CFR 227.202); 


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1 ‘‘(G) the company whose securities it holds 

2 is current in its ongoing disclosure obligations 

3 under Rule 202 of Regulation Crowdfunding 

4 (17 CFR 227.202); and 

5 ‘‘(H) is advised by an investment adviser 

6 registered under the Investment Advisers Act of 

7 1940 or registered as an investment adviser in 

8 the State in which the investment adviser main9 tains its principal office and place of business.’’; 

10 and 

11 (2) in section 3(c), by adding at the end the fol12 lowing: 

13 ‘‘(15) Any crowdfunding vehicle.’’. 

14 SEC. 3. CROWDFUNDING EXEMPTION FROM REGISTRA15 TION. 

16 Section 12(g)(6) of the Securities Exchange Act of 

17 1934 (15 U.S.C. 78l(g)(6)) is amended— 

18 (1) by striking ‘‘The Commission’’ and insert19 ing the following: 

20 ‘‘(A) IN GENERAL.—The Commission’’; 

21 (2) by striking ‘‘section 4(6)’’ and inserting 

22 ‘‘section 4(a)(6)’’; and 

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

24 ‘‘(B) TREATMENT OF SECURITIES ISSUED

25 BY CERTAIN ISSUERS.—An exemption under 


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1 subparagraph (A) shall be unconditional for se2 curities offered by an issuer that had a public 

3 float of less than $75,000,000 as of the last 

4 business day of the issuer’s most recently com5 pleted semiannual period, computed by multi6 plying the aggregate worldwide number of 

7 shares of the issuer’s common equity securities 

8 held by non-affiliates by the price at which such 

9 securities were last sold (or the average bid and 

10 asked prices of such securities) in the principal 

11 market for such securities or, in the event the 

12 result of such public float calculation is zero, 

13 had annual revenues of less than $50,000,000 

14 as of the issuer’s most recently completed fiscal 

15 year.’’. 

Passed the House of Representatives July 5, 2016. 

Attest: KAREN L. HAAS, 

Clerk. 


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