II 

117TH CONGRESS 

2D SESSION S. 3967 

To amend the Securities Act of 1933 to preempt State securities law requiring 

registration for secondary transactions, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

MARCH 30, 2022 

Mr. MORAN introduced the following bill; which was read twice and referred 

to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Act of 1933 to preempt State 

securities law requiring registration for secondary transactions, and for other purposes. 

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 ‘‘Improving 

5 Crowdfunding Opportunities Act’’. 

6 SEC. 2. CROWDFUNDING REVISIONS. 

7 (a) EXEMPTION FROM STATE REGULATION.—Sec8 tion 18(b)(4)(A) of the Securities Act of 1933 (15 U.S.C. 

9 77r(b)(4)(A)) is amended by striking ‘‘pursuant to secVerDate Sep 11 2014 05:24 Apr 01, 2022 Jkt 029200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\S3967.IS S3967

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1 tion’’ and all that follows through the semicolon at the 

2 end and inserting the following: ‘‘pursuant to— 

3 ‘‘(i) section 13 or 15(d) of the Securi4 ties Exchange Act of 1934 (15 U.S.C. 

5 78m, 78o(d)); or 

6 ‘‘(ii) section 4A(b) or any regulation 

7 issued under that section;’’. 

8 (b) LIABILITY FOR MATERIAL MISSTATEMENTS AND

9 OMISSIONS.—Section 4A(c) of the Securities Act of 1933 

10 (15 U.S.C. 77d–1(c)) is amended— 

11 (1) by redesignating paragraph (3) as para12 graph (4); and 

13 (2) by inserting after paragraph (2) the fol14 lowing: 

15 ‘‘(3) LIABILITY OF FUNDING PORTALS.—For 

16 the purposes of this subsection, a funding portal, as 

17 that term is defined in section 3(a) of the Securities 

18 Exchange Act of 1934 (15 U.S.C. 78c(a)), shall not 

19 be considered to be an issuer unless, in connection 

20 with the offer or sale of a security, the funding por21 tal knowingly— 

22 ‘‘(A) makes any untrue statement of a ma23 terial fact or omits to state a material fact in 

24 order to make the statements made, in light of 


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1 the circumstances under which they are made, 

2 not misleading; or 

3 ‘‘(B) engages in any act, practice, or 

4 course of business which operates or would op5 erate as a fraud or deceit upon any person.’’. 

6 (c) APPLICABILITY OF BANK SECRECY ACT RE7 QUIREMENTS.— 

8 (1) SECURITIES ACT OF 1933.—Section 4A(a) of 

9 the Securities Act of 1933 (15 U.S.C. 77d–1(a)) is 

10 amended— 

11 (A) in paragraph (11), by striking ‘‘and’’ 

12 at the end; 

13 (B) in paragraph (12), by striking the pe14 riod at the end and inserting ‘‘; and’’; and 

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

16 ‘‘(13) not be subject to the recordkeeping and 

17 reporting requirements relating to monetary instru18 ments under subchapter II of chapter 53 of title 31, 

19 United States Code.’’. 

20 (2) TITLE 31, UNITED STATES CODE.—Section 

21 5312 of title 31, United States Code, is amended by 

22 striking subsection (c) and inserting the following: 

23 ‘‘(c) ADDITIONAL CLARIFICATION.—The term ‘finan24 cial institution’ (as defined in subsection (a))— 


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1 ‘‘(1) includes any futures commission merchant, 

2 commodity trading advisor, or commodity pool oper3 ator registered, or required to register, under the 

4 Commodity Exchange Act (7 U.S.C. 1 et seq.); and 

5 ‘‘(2) does not include a funding portal, as that 

6 term is defined in section 3(a) of the Securities Ex7 change Act of 1934 (15 U.S.C. 78c(a)).’’. 

8 (d) PROVISION OF IMPERSONAL INVESTMENT AD9 VICE AND RECOMMENDATIONS.—Section 3(a) of the Secu10 rities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amend11 ed— 

12 (1) by redesignating the second paragraph (80) 

13 (relating to funding portals) as paragraph (81); and 

14 (2) in paragraph (81)(A), as so redesignated, 

15 by inserting after ‘‘recommendations’’ the following: 

16 ‘‘(other than by providing impersonal investment ad17 vice by means of written material, or an oral state18 ment, that does not purport to meet the objectives 

19 or needs of a specific individual or account)’’. 

Æ 


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