SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Jumpstart Our Busi-
ness Startups Act’’. 
SEC. 2. TABLE OF CONTENTS. 
The table of contents of this Act is as follows: 
Sec. 1. Short title. 
Sec. 2. Table of contents. 
TITLE I—REOPENING AMERICAN CAPITAL MARKETS TO 
EMERGING GROWTH COMPANIES 
Sec. 101. Definitions. 
Sec. 102. Disclosure obligations. 
Sec. 103. Internal controls audit. 
Sec. 104. Auditing standards. 
Sec. 105. Availability of information about emerging growth companies. 
Sec. 106. Other matters. 
Sec. 107. Opt-in right for emerging growth companies. 
Sec. 108. Review of Regulation S-K. 
TITLE II—ACCESS TO CAPITAL FOR JOB CREATORS 
Sec. 201. Modification of exemption. 
TITLE III—ENTREPRENEUR ACCESS TO CAPITAL 
Sec. 301. Crowdfunding exemption. 
Sec. 302. Exclusion of crowdfunding investors from shareholder cap. 
Sec. 303. Preemption of State law. 
TITLE IV—SMALL COMPANY CAPITAL FORMATION 
Sec. 401. Authority to exempt certain securities. 
Sec. 402. Study on the impact of State Blue Sky laws on Regulation A offer-
ings. 
TITLE V—PRIVATE COMPANY FLEXIBILITY AND GROWTH 
Sec. 501. Threshold for registration. 
Sec. 502. Employees. 
Sec. 503. Commission rulemaking. 
Sec. 504. Commission study of enforcement authority under Rule 12g5–1. 
TITLE VI—CAPITAL EXPANSION 
Sec. 601. Shareholder threshold for registration. 
Sec. 602. Rulemaking. 
TITLE VII—OUTREACH ON CHANGES TO THE LAW 
Sec. 701. Outreach by the Commission.
TITLE I—REOPENING AMERICAN 
CAPITAL 
MARKETS 
TO 
EMERGING GROWTH COMPA-
NIES 
SEC. 101. DEFINITIONS. 
(a) SECURITIES ACT OF 1933.—Section 2(a) of the 
Securities Act of 1933 (15 U.S.C. 77b(a)) is amended by 
adding at the end the following: 
‘‘(19) The term ‘emerging growth company’ 
means an issuer that had total annual gross reve-
nues of less than $1,000,000,000 (as such amount 
is indexed for inflation every 5 years by the Commis-
sion to reflect the change in the Consumer Price 
Index for All Urban Consumers published by the 
Bureau of Labor Statistics, setting the threshold to 
the nearest 1,000,000) during its most recently com-
pleted fiscal year. An issuer that is an emerging 
growth company as of the first day of that fiscal 
year shall continue to be deemed an emerging 
growth company until the earliest of— 
‘‘(A) the last day of the fiscal year of the 
issuer during which it had total annual gross 
revenues of $1,000,000,000 (as such amount is 
indexed for inflation every 5 years by the Com-
mission to reflect the change in the Consumer
Price Index for All Urban Consumers published 
by the Bureau of Labor Statistics, setting the 
threshold to the nearest 1,000,000) or more; 
‘‘(B) the last day of the fiscal year of the 
issuer following the fifth anniversary of the date 
of the first sale of common equity securities of 
the issuer pursuant to an effective registration 
statement under this title; 
‘‘(C) the date on which such issuer has, 
during the previous 3-year period, issued more 
than $1,000,000,000 in non-convertible debt; or 
‘‘(D) the date on which such issuer is 
deemed to be a ‘large accelerated filer’, as de-
fined in section 240.12b–2 of title 17, Code of 
Federal Regulations, or any successor thereto.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended— 
(1) by redesignating paragraph (77), as added 
by section 941(a) of the Investor Protection and Se-
curities Reform Act of 2010 (Public Law 111–203, 
124 Stat. 1890), as paragraph (79); and 
(2) by adding at the end the following: 
‘‘(80) EMERGING
GROWTH
COMPANY.—The 
term ‘emerging growth company’ means an issuer
that had total annual gross revenues of less than 
$1,000,000,000 (as such amount is indexed for in-
flation every 5 years by the Commission to reflect 
the change in the Consumer Price Index for All 
Urban Consumers published by the Bureau of Labor 
Statistics, setting the threshold to the nearest 
1,000,000) during its most recently completed fiscal 
year. An issuer that is an emerging growth company 
as of the first day of that fiscal year shall continue 
to be deemed an emerging growth company until the 
earliest of— 
‘‘(A) the last day of the fiscal year of the 
issuer during which it had total annual gross 
revenues of $1,000,000,000 (as such amount is 
indexed for inflation every 5 years by the Com-
mission to reflect the change in the Consumer 
Price Index for All Urban Consumers published 
by the Bureau of Labor Statistics, setting the 
threshold to the nearest 1,000,000) or more; 
‘‘(B) the last day of the fiscal year of the 
issuer following the fifth anniversary of the date 
of the first sale of common equity securities of 
the issuer pursuant to an effective registration 
statement under the Securities Act of 1933;
‘‘(C) the date on which such issuer has, 
during the previous 3-year period, issued more 
than $1,000,000,000 in non-convertible debt; or 
‘‘(D) the date on which such issuer is 
deemed to be a ‘large accelerated filer’, as de-
fined in section 240.12b–2 of title 17, Code of 
Federal Regulations, or any successor thereto.’’. 
(c) OTHER DEFINITIONS.—As used in this title, the 
following definitions shall apply: 
(1) COMMISSION.—The term ‘‘Commission’’ 
means the Securities and Exchange Commission. 
(2) INITIAL
PUBLIC
OFFERING
DATE.—The 
term ‘‘initial public offering date’’ means the date of 
the first sale of common equity securities of an 
issuer pursuant to an effective registration state-
ment under the Securities Act of 1933. 
(d) EFFECTIVE
DATE.—Notwithstanding section 
2(a)(19) of the Securities Act of 1933 and section 
3(a)(80) of the Securities Exchange Act of 1934, an issuer 
shall not be an emerging growth company for purposes 
of such Acts if the first sale of common equity securities 
of such issuer pursuant to an effective registration state-
ment under the Securities Act of 1933 occurred on or be-
fore December 8, 2011.