Improving Crowdfunding Opportunities Act

Subjects: Finance and Financial Sector


<html><body><pre>[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2607 Introduced in House (IH)]

&lt;DOC&gt;






118th CONGRESS
  1st Session
                                H. R. 2607

  To amend the Securities Act of 1933 to preempt State securities law 
   requiring registration for secondary transactions, and for other 
                               purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             April 13, 2023

 Mr. McHenry introduced the following bill; which was referred to the 
                    Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
  To amend the Securities Act of 1933 to preempt State securities law 
   requiring registration for secondary transactions, 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 ``Improving Crowdfunding Opportunities 
Act''.

SEC. 2. CROWDFUNDING REVISIONS.

    (a) Exemption From State Regulation.--Section 18(b)(4)(A) of the 
Securities Act of 1933 (15 U.S.C. 77r(b)(4)(A)) is amended by striking 
``pursuant to section'' and all that follows through the semicolon at 
the end and inserting the following: ``pursuant to--
                            ``(i) section 13 or 15(d) of the Securities 
                        Exchange Act of 1934 (15 U.S.C. 78m, 78o(d)); 
                        or
                            ``(ii) section 4A(b) or any regulation 
                        issued under that section;''.
    (b) Liability for Material Misstatements and Omissions.--Section 
4A(c) of the Securities Act of 1933 (15 U.S.C. 77d-1(c)) is amended--
            (1) by redesignating paragraph (3) as paragraph (4); and
            (2) by inserting after paragraph (2) the following:
            ``(3) Liability of funding portals.--For the purposes of 
        this subsection, a funding portal, as that term is defined in 
        section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
        78c(a)), shall not be considered to be an issuer unless, in 
        connection with the offer or sale of a security, the funding 
        portal knowingly--
                    ``(A) makes any untrue statement of a material fact 
                or omits to state a material fact in order to make the 
                statements made, in light of the circumstances under 
                which they are made, not misleading; or
                    ``(B) engages in any act, practice, or course of 
                business which operates or would operate as a fraud or 
                deceit upon any person.''.
    (c) Applicability of Bank Secrecy Act Requirements.--
            (1) Securities act of 1933.--Section 4A(a) of the 
        Securities Act of 1933 (15 U.S.C. 77d-1(a)) is amended--
                    (A) in paragraph (11), by striking ``and'' at the 
                end;
                    (B) in paragraph (12), by striking the period at 
                the end and inserting ``; and''; and
                    (C) by adding at the end the following:
            ``(13) not be subject to the recordkeeping and reporting 
        requirements relating to monetary instruments under subchapter 
        II of chapter 53 of title 31, United States Code.''.
            (2) Title 31, united states code.--Section 5312 of title 
        31, United States Code, is amended by striking subsection (c) 
        and inserting the following:
    ``(c) Additional Clarification.--The term `financial institution' 
(as defined in subsection (a))--
            ``(1) includes any futures commission merchant, commodity 
        trading advisor, or commodity pool operator registered, or 
        required to register, under the Commodity Exchange Act (7 
        U.S.C. 1 et seq.); and
            ``(2) does not include a funding portal, as that term is 
        defined in section 3(a) of the Securities Exchange Act of 1934 
        (15 U.S.C. 78c(a)).''.
    (d) Provision of Impersonal Investment Advice and 
Recommendations.--Section 3(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)) is amended--
            (1) by redesignating the second paragraph (80) (relating to 
        funding portals) as paragraph (81); and
            (2) in paragraph (81)(A), as so redesignated, by inserting 
        after ``recommendations'' the following: ``(other than by 
        providing impersonal investment advice by means of written 
        material, or an oral statement, that does not purport to meet 
        the objectives or needs of a specific individual or account)''.
    (e) Target Amounts of Certain Exempted Offerings.--The Securities 
and Exchange Commission shall amend paragraph (t)(1) of section 227.201 
of title 17, Code of Federal Regulations so that such paragraph applies 
with respect to an issuer offering or selling securities in reliance on 
section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 77d(a)(6)) 
if--
            (1) the offerings of such issuer, together with all other 
        amounts sold under such section 4(a)(6) within the preceding 
        12-month period, have, in the aggregate, a target amount of 
        more than $124,000 but not more than $250,000;
            (2) the financial statements of such issuer that have 
        either been reviewed or audited by a public accountant that is 
        independent of the issuer are unavailable at the time of 
        filing; and
            (3) such issuer provides a statement that financial 
        information certified by the principal executive officer of the 
        issuer has been provided instead of financial statements 
        reviewed by a public accountant that is independent of the 
        issuer.
    (f) Exemption Available to Investment Companies.--Section 4A(f) of 
the Securities Act of 1933 (15 U.S.C. 77d-1(f)) is amended--
            (1) in paragraph (2), by inserting ``or'' after the 
        semicolon;
            (2) by striking paragraph (3); and
            (3) by redesignating paragraph (4) as paragraph (3).
    (g) Non-Accredited Investor Requirements.--Section 4(a)(6) of the 
Securities Act of 1933 (15 U.S.C. 77d(a)(6)) is amended--
            (1) in subparagraph (A), by striking ``$1,000,000'' and 
        inserting ``$10,000,000''; and
            (2) in subparagraph (B), by striking ``does not exceed'' 
        and all that follows through ``more than $100,000'' and 
        inserting ``does not exceed 10 percent of the annual income or 
        net worth of such investor''.
    (h) Technical Correction.--The Securities Act of 1933 (15 U.S.C. 
77a et seq.) is amended--
            (1) by striking the term ``section 4(6)'' each place such 
        term appears and inserting ``section 4(a)(6)''; and
            (2) by striking the term ``section 4(6)(B)'' each place 
        such term appears and inserting ``section 4(a)(6)(B)''.
                                 &lt;all&gt;
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