I 

118TH CONGRESS 

1ST SESSION H. R. 2603 

To require the Securities and Exchange Commission to revise certain thresholds related to smaller reporting companies, accelerated filers, and large 

accelerated filers, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

APRIL 13, 2023 

Mr. LUETKEMEYER introduced the following bill; which was referred to the 

Committee on Financial Services 

A BILL 

To require the Securities and Exchange Commission to revise 

certain thresholds related to smaller reporting companies, 

accelerated filers, and large accelerated filers, 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. SMALLER REPORTING COMPANY, ACCELER4 ATED FILER, AND LARGE ACCELERATED 

5 FILER THRESHOLDS. 

6 (a) SMALLER REPORTING COMPANIES.— 

7 (1) IN GENERAL.—The Securities and Ex8 change Commission shall revise the definition of a 


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1 ‘‘smaller reporting company’’ under section 

2 229.10(f)(1) of title 17, Code of Federal Regula3 tions— 

4 (A) in paragraph (i), by adjusting the pub5 lic float threshold from $250,000,000 to 

6 $500,000,000; and 

7 (B) in paragraph (ii)— 

8 (i) by adjusting the annual revenue 

9 threshold from $100,000,000 to 

10 $250,000,000; and 

11 (ii) in paragraph (B), by adjusting the 

12 public float threshold from $700,000,000 

13 to $900,000,000. 

14 (2) USE OF THREE-YEAR ROLLING AVERAGE

15 REVENUES.—The Securities and Exchange Commis16 sion shall revise paragraphs (1)(ii) and (2)(iii)(B) 

17 under the definition of ‘‘smaller reporting company’’ 

18 under section 229.10(f)(1) of title 17, Code of Fed19 eral Regulations, by substituting ‘‘three-year rolling 

20 average revenues’’ for ‘‘annual revenues’’. 

21 (3) CONFORMING CHANGES.—The Securities 

22 and Exchange Commission shall revise the definition 

23 of a ‘‘smaller reporting company’’ under sections 

24 230.405 and 240.12b–2 of title 17, Code of Federal 

25 Regulations, and any other rule of the Commission 


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1 in the same manner as such definition is revised 

2 under paragraphs (1) and (2). 

3 (b) ACCELERATED FILERS AND LARGE ACCELER4 ATED FILERS.— 

5 (1) LARGE ACCELERATED FILER.—The Securi6 ties and Exchange Commission shall revise the defi7 nition of a ‘‘large accelerated filer’’ under section 

8 240.12b–2(2) of title 17, Code of Federal Regula9 tions, to increase the threshold amount (for the ag10 gregate worldwide market value of the voting and 

11 non-voting common equity held by non-affiliates of 

12 an issuer) from $700,000,000 to $750,000,000. 

13 (2) THRESHOLD TO EXIT ACCELERATED FILER

14 STATUS.—The Securities and Exchange Commission 

15 shall revise section 240.12b–2(3)(ii) of title 17, Code 

16 of Federal Regulations, to increase the threshold 

17 amount (for the aggregate worldwide market value 

18 of the voting and non-voting common equity held by 

19 non-affiliates of an issuer) at which an issuer is no 

20 longer an accelerated filer from $60,000,000 to 

21 $75,000,000. 

22 (3) THRESHOLD TO EXIT LARGE ACCELERATED

23 FILER STATUS.—The Securities and Exchange Com24 mission shall revise section 240.12b–2(3)(iii) of title 

25 17, Code of Federal Regulations, to increase the 


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1 threshold amount (for the aggregate worldwide mar2 ket value of the voting and non-voting common eq3 uity held by non-affiliates of an issuer) at which an 

4 issuer is no longer a large accelerated filer from 

5 $560,000,000 to $750,000,000. 

6 (4) EXCLUSION OF SMALLER REPORTING COM7 PANIES.—The Securities and Exchange Commission 

8 shall revise the definitions of an ‘‘accelerated filer’’ 

9 and a ‘‘large accelerated filer’’ under paragraphs (1) 

10 and (2) of section 240.12b–2 of title 17, Code of 

11 Federal Regulations, respectively, to exclude any 

12 issuer that is a smaller reporting company, as de13 fined under section 229.10(f)(1) of title 17, Code of 

14 Federal Regulations. 

Æ 


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