I 
118TH CONGRESS 
1ST SESSION H. R. 2792 
To require the Securities and Exchange Commission to carry out a study 
and rulemaking on the definition of the term ‘‘small entity’’ for purposes 
of the securities laws, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
APRIL 20, 2023 
Mrs. WAGNER introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To require the Securities and Exchange Commission to carry 
out a study and rulemaking on the definition of the 
term ‘‘small entity’’ for purposes of the securities laws, 
and for other purposes. 
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 ‘‘Small Entity Update 
Act’’. 
SEC. 2. STUDIES, REPORTS, AND RULES REGARDING SMALL 
ENTITIES. 
(a) DEFINITIONS.—In this section— 
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(1) the term ‘‘Commission’’ means the Securi-
ties and Exchange Commission; 
(2) the term ‘‘Committee’’ means the Small 
Business Capital Formation Advisory Committee es-
tablished under section 40 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78qq); 
(3) the term ‘‘Office’’ means the Office of the 
Advocate for Small Business Capital Formation es-
tablished under section 4(j) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78d(j)); and 
(4) the term ‘‘small entity’’— 
(A) has the meaning given the term in sec-
tion 601 of title 5, United States Code, with re-
spect to the activities of the Commission; and 
(B) includes any definition established by 
the Commission of the term ‘‘small business’’, 
‘‘small organization’’, or ‘‘small governmental 
jurisdiction’’ under paragraph (3), (4), or (5), 
respectively, of section 601 of title 5, United 
States Code, with respect to the activities of the 
Commission. 
(b) STUDIES AND REPORTS.—Not later than 1 year 
after the date of enactment of this Act, and once every 
5 years thereafter, the Commission shall— 
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(1) in consultation with the Committee, the Of-
fice, and the Office of Advocacy of the Small Busi-
ness Administration, conduct a study of the defini-
tion of the term ‘‘small entity’’ with respect to the 
activities of the Commission for the purposes of 
chapter 6 of title 5, United States Code, which shall 
consider— 
(A) the extent to which the definition of 
the term ‘‘small entity’’, as in effect during the 
period in which the study is conducted, aligns 
with the findings and declarations made under 
section 2(a) of the Regulatory Flexibility Act (5 
U.S.C. 601 note); 
(B) the amount by which financial markets 
in the United States have grown since the last 
time the Commission amended the definition of 
the term ‘‘small entity’’, if applicable; and 
(C) how the Commission should define the 
term ‘‘small entity’’ to ensure that a meaningful 
number of entities would fall under that defini-
tion; and 
(2) submit to Congress a report that includes— 
(A) the results of the applicable study con-
ducted under paragraph (1); and 
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(B) specific and detailed recommendations 
on the ways in which the Commission could 
amend the definition of the term ‘‘small entity’’ 
to— 
(i) be consistent with the results de-
scribed in subparagraph (A); and 
(ii) expand the number of entities cov-
ered by such definition. 
(c) RULEMAKING.— 
(1) PROPOSED
RULES.—Not later than 180 
days after the date on which the Commission sub-
mits to Congress a report required under subsection 
(b)(2), the Commission shall issue a proposed rule 
that implements the recommendations described in 
subsection (b)(2)(B). 
(2) FINAL RULES.—Not later than 180 days 
after the date on which the Commission publishes a 
proposed rule under paragraph (1) in the Federal 
Register, the Commission shall issue a final version 
of that rule. 
Æ 
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