IB 
Union Calendar No. 686 
115TH CONGRESS 
2D SESSION 
H. R. 5051 
[Report No. 115–888] 
To amend the Securities Exchange Act of 1934 to revise the shareholder 
threshold for registration under such Act, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
FEBRUARY 15, 2018 
Mr. DUFFY introduced the following bill; which was referred to the Committee 
on Financial Services 
AUGUST 3, 2018 
Committed to the Committee of the Whole House on the State of the Union 
and ordered to be printed 
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A BILL 
To amend the Securities Exchange Act of 1934 to revise 
the shareholder threshold for registration under such 
Act, and for other purposes. 
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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 ‘‘Public Company Reg-
istration Threshold Act’’. 
SEC. 2. SHAREHOLDER THRESHOLD FOR REGISTRATION. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended— 
(1) in section 12(g)— 
(A) in paragraph (1)— 
(i) by striking ‘‘shall—’’ and all that 
follows through ‘‘register such security’’ 
and inserting ‘‘shall, not later than 120 
days after the last day of its first fiscal 
year ended after the effective date of this 
subsection on which the issuer has total as-
sets exceeding $10,000,000 (or such great-
er amount of assets as the Commission 
may establish by rule) and a class of eq-
uity security (other than an exempted se-
curity) held of record by 2,000 or more 
persons (or such greater number of per-
sons as the Commission may establish by 
rule), register such security’’; and 
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(ii) by adding at the end the fol-
lowing: ‘‘The dollar figure in this para-
graph shall be indexed for inflation every 5 
years by the Commission to reflect the 
change in the Consumer Price Index for 
All Urban Consumers published by the Bu-
reau of Labor Statistics, rounded to the 
nearest $100,000.’’; and 
(B) in paragraph (4), by striking ‘‘300 
persons’’ and all that follows through ‘‘1,200 
persons persons’’ and inserting ‘‘1,200 per-
sons’’; and 
(2) in section 15(d)(1), by striking ‘‘300 per-
sons’’ and all that follows through ‘‘1,200 persons 
persons’’ and inserting ‘‘1,200 persons’’. 
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Union Calendar No. 686 
115TH CONGRESS 
2D SESSION 
H. R. 5051 
[Report No. 115–888] 
A BILL 
To amend the Securities Exchange Act of 1934 to 
revise the shareholder threshold for registration 
under such Act, and for other purposes. 
AUGUST 3, 2018 
Committed to the Committee of the Whole House on the 
State of the Union and ordered to be printed 
VerDate Sep 11 2014 
20:43 Aug 03, 2018
Jkt 079200
PO 00000
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E:\BILLS\H5051.RH
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