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‘‘(80) FUNDING
PORTAL.—The term ‘funding 
portal’ means any person acting as an intermediary 
in a transaction involving the offer or sale of securi-
ties for the account of others, solely pursuant to sec-
tion 4(6) of the Securities Act of 1933 (15 U.S.C. 
77d(6)), that does not— 
‘‘(A) 
offer 
investment 
advice 
or 
rec-
ommendations; 
‘‘(B) solicit purchases, sales, or offers to buy 
the securities offered or displayed on its website 
or portal; 
‘‘(C) compensate employees, agents, or other 
persons for such solicitation or based on the sale 
of securities displayed or referenced on its 
website or portal; 
‘‘(D) hold, manage, possess, or otherwise 
handle investor funds or securities; or 
‘‘(E) engage in such other activities as the 
Commission, by rule, determines appropriate.’’. 
SEC. 305. RELATIONSHIP WITH STATE LAW. 
(a) IN GENERAL.—Section 18(b)(4) of the Securities 
Act of 1933 (15 U.S.C. 77r(b)(4)) is amended— 
(1) by redesignating subparagraphs (C) and (D) 
as subparagraphs (D) and (E), respectively; and
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(2) by inserting after subparagraph (B) the fol-
lowing: 
‘‘(C) section 4(6);’’. 
(b) CLARIFICATION OF THE PRESERVATION OF STATE 
ENFORCEMENT AUTHORITY.— 
(1) IN
GENERAL.—The amendments made by 
subsection (a) relate solely to State registration, docu-
mentation, and offering requirements, as described 
under section 18(a) of Securities Act of 1933 (15 
U.S.C. 77r(a)), and shall have no impact or limita-
tion on other State authority to take enforcement ac-
tion with regard to an issuer, funding portal, or any 
other person or entity using the exemption from reg-
istration provided by section 4(6) of that Act. 
(2) CLARIFICATION
OF
STATE
JURISDICTION 
OVER UNLAWFUL CONDUCT OF FUNDING PORTALS AND 
ISSUERS.—Section 18(c)(1) of the Securities Act of 
1933 (15 U.S.C. 77r(c)(1)) is amended by striking 
‘‘with respect to fraud or deceit, or unlawful conduct 
by a broker or dealer, in connection with securities or 
securities transactions.’’ and inserting the following: 
‘‘, in connection with securities or securities trans-
actions 
‘‘(A) with respect to— 
‘‘(i) fraud or deceit; or
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‘‘(ii) unlawful conduct by a broker or 
dealer; and 
‘‘(B) in connection to a transaction de-
scribed under section 4(6), with respect to— 
‘‘(i) fraud or deceit; or 
‘‘(ii) unlawful conduct by a broker, 
dealer, funding portal, or issuer.’’. 
(c) NOTICE FILINGS PERMITTED.—Section 18(c)(2) of 
the Securities Act of 1933 (15 U.S.C. 77r(c)(2)) is amended 
by adding at the end the following: 
‘‘(F) 
FEES
NOT
PERMITTED
ON 
CROWDFUNDED
SECURITIES.—Notwithstanding 
subparagraphs (A), (B), and (C), no filing or fee 
may be required with respect to any security 
that is a covered security pursuant to subsection 
(b)(4)(B), or will be such a covered security upon 
completion of the transaction, except for the secu-
rities commission (or any agency or office per-
forming like functions) of the State of the prin-
cipal place of business of the issuer, or any State 
in which purchasers of 50 percent or greater of 
the aggregate amount of the issue are residents, 
provided that for purposes of this subparagraph, 
the term ‘State’ includes the District of Columbia 
and the territories of the United States.’’.
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(d) FUNDING PORTALS.— 
(1) STATE EXEMPTIONS AND OVERSIGHT.—Sec-
tion 15(i) of the Securities Exchange Act of 1934 (15 
U.S.C. 78o(i)) is amended— 
(A) by redesignating paragraphs (2) and 
(3) as paragraphs (3) and (4), respectively; and 
(B) by inserting after paragraph (1) the fol-
lowing: 
‘‘(2) FUNDING PORTALS.— 
‘‘(A) LIMITATION ON STATE LAWS.—Except 
as provided in subparagraph (B), no State or 
political subdivision thereof may enforce any 
law, rule, regulation, or other administrative ac-
tion against a registered funding portal with re-
spect to its business as such. 
‘‘(B) EXAMINATION AND ENFORCEMENT AU-
THORITY.—Subparagraph (A) does not apply 
with respect to the examination and enforcement 
of any law, rule, regulation, or administrative 
action of a State or political subdivision thereof 
in which the principal place of business of a reg-
istered funding portal is located, provided that 
such law, rule, regulation, or administrative ac-
tion is not in addition to or different from the
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requirements for registered funding portals estab-
lished by the Commission. 
‘‘(C) DEFINITION.—For purposes of this 
paragraph, the term ‘State’ includes the District 
of Columbia and the territories of the United 
States.’’. 
(2) STATE FRAUD AUTHORITY.—Section 18(c)(1) 
of the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is 
amended by striking ‘‘or dealer’’ and inserting ‘‘, 
dealer, or funding portal’’. 
Attest: 
Secretary.