Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Reforming Access for 
Investments in Startup Enterprises Act of 2015’’ or the 
‘‘RAISE Act of 2015’’. 
SEC. 2. EXEMPTED TRANSACTIONS. 
(a) EXEMPTED TRANSACTIONS.—Section 4 of the Se-
curities Act of 1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following new paragraph: 
‘‘(7) transactions meeting the requirements of 
subsection (d).’’; 
(2) by redesignating the second subsection (b) 
(relating to securities offered and sold in compliance 
with Rule 506 of Regulation D) as subsection (c); and 
(3) by adding at the end the following: 
‘‘(d) 
CERTAIN
ACCREDITED
INVESTOR
TRANS-
ACTIONS.—The transactions referred to in subsection (a)(7) 
are transactions meeting the following requirements: 
‘‘(1) ACCREDITED
INVESTOR
REQUIREMENT.— 
Each purchaser is an accredited investor, as that 
term is defined in section 230.501(a) of title 17, Code 
of Federal Regulations (or any successor regulation). 
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‘‘(2) PROHIBITION
ON
GENERAL
SOLICITATION 
OR ADVERTISING.—Neither the seller, nor any person 
acting on the seller’s behalf, offers or sells securities by 
any form of general solicitation or general adver-
tising. 
‘‘(3) INFORMATION REQUIREMENT.—In the case 
of a transaction involving the securities of an issuer 
that is neither subject to section 13 or 15(d) of the Se-
curities Exchange Act of 1934 (15 U.S.C. 78m; 
78o(d)), nor exempt from reporting pursuant to sec-
tion 240.12g3-2(b) of title 17, Code of Federal Regula-
tions, nor a foreign government (as defined in section 
230.405 of title 17, Code of Federal Regulations) eligi-
ble to register securities under Schedule B, the seller 
and a prospective purchaser designated by the seller 
obtain from the issuer, upon request of the seller, and 
the seller in all cases makes available to a prospective 
purchaser, the following information (which shall be 
reasonably current in relation to the date of resale 
under this section): 
‘‘(A) The exact name of the issuer and the 
issuer’s predecessor (if any). 
‘‘(B) The address of the issuer’s principal 
executive offices. 
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‘‘(C) The exact title and class of the secu-
rity. 
‘‘(D) The par or stated value of the security. 
‘‘(E) The number of shares or total amount 
of the securities outstanding as of the end of the 
issuer’s most recent fiscal year. 
‘‘(F) The name and address of the transfer 
agent, corporate secretary, or other person re-
sponsible for transferring shares and stock cer-
tificates. 
‘‘(G) A statement of the nature of the busi-
ness of the issuer and the products and services 
it offers, which shall be presumed reasonably cur-
rent if the statement is as of 12 months before 
the transaction date. 
‘‘(H) The names of the officers and directors 
of the issuer. 
‘‘(I) The names of any persons registered as 
a broker, dealer, or agent that shall be paid or 
given, directly or indirectly, any commission or 
remuneration for such person’s participation in 
the offer or sale of the securities. 
‘‘(J) The issuer’s most recent balance sheet 
and profit and loss statement and similar finan-
cial statements, which shall— 
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‘‘(i) be for such part of the two pre-
ceding fiscal years as the issuer has been in 
operation; 
‘‘(ii) be prepared in accordance with 
generally accepted accounting principles or, 
in the case of a foreign private issuer, be 
prepared in accordance with generally ac-
cepted accounting principles or the Inter-
national Financial Reporting Standards 
issued by the International Accounting 
Standards Board; 
‘‘(iii) be presumed reasonably current 
if— 
‘‘(I) with respect to the balance 
sheet, the balance sheet is as of a date 
less than 16 months before the trans-
action date; and 
‘‘(II) with respect to the profit 
and loss statement, such statement is 
for the 12 months preceding the date of 
the issuer’s balance sheet; and 
‘‘(iv) if the balance sheet is not as of 
a date less than 6 months before the trans-
action date, be accompanied by additional 
statements of profit and loss for the period 
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from the date of such balance sheet to a date 
less than 6 months before the transaction 
date. 
‘‘(K) To the extent that the seller is a con-
trol person with respect to the issuer, a brief 
statement regarding the nature of the affiliation, 
and a statement certified by such seller that they 
have no reasonable grounds to believe that the 
issuer is in violation of the securities laws or 
regulations. 
‘‘(4) ISSUERS DISQUALIFIED.—The transaction 
is not for the sale of a security where the seller is an 
issuer or a subsidiary, either directly or indirectly, of 
the issuer. 
‘‘(5) BAD ACTOR PROHIBITION.—Neither the sell-
er, nor any person that has been or will be paid (di-
rectly or indirectly) remuneration or a commission 
for their participation in the offer or sale of the secu-
rities, including solicitation of purchasers for the sell-
er is subject to an event that would disqualify an 
issuer or other covered person under Rule 506(d)(1) 
of Regulation D (17 C.F.R. 230.506(d)(1)) or is sub-
ject to a statutory disqualification described under 
section 3(a)(39) of the Securities Exchange Act of 
1934. 
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