I 
117TH CONGRESS 
2D SESSION 
H. R. 9478 
To amend the Securities Act of 1933 to preempt State securities law requiring 
registration for secondary transactions, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
DECEMBER 8, 2022 
Mr. MCHENRY introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To amend the Securities Act of 1933 to preempt State 
securities law requiring registration for secondary trans-
actions, 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 ‘‘Improving 
Crowdfunding Opportunities Act’’. 
SEC. 2. CROWDFUNDING REVISIONS. 
(a) EXEMPTION FROM STATE REGULATION.—Sec-
tion 18(b)(4)(A) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)(A)) is amended by striking ‘‘pursuant to sec-
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tion’’ and all that follows through the semicolon at the 
end and inserting the following: ‘‘pursuant to— 
‘‘(i) section 13 or 15(d) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 
78m, 78o(d)); or 
‘‘(ii) section 4A(b) or any regulation 
issued under that section;’’. 
(b) LIABILITY FOR MATERIAL MISSTATEMENTS AND 
OMISSIONS.—Section 4A(c) of the Securities Act of 1933 
(15 U.S.C. 77d–1(c)) is amended— 
(1) by redesignating paragraph (3) as para-
graph (4); and 
(2) by inserting after paragraph (2) the fol-
lowing: 
‘‘(3) LIABILITY
OF
FUNDING
PORTALS.—For 
the purposes of this subsection, a funding portal, as 
that term is defined in section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)), shall not 
be considered to be an issuer unless, in connection 
with the offer or sale of a security, the funding por-
tal knowingly— 
‘‘(A) makes any untrue statement of a ma-
terial fact or omits to state a material fact in 
order to make the statements made, in light of 
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the circumstances under which they are made, 
not misleading; or 
‘‘(B) engages in any act, practice, or 
course of business which operates or would op-
erate as a fraud or deceit upon any person.’’. 
(c) APPLICABILITY
OF BANK SECRECY ACT RE-
QUIREMENTS.— 
(1) SECURITIES ACT OF 1933.—Section 4A(a) of 
the Securities Act of 1933 (15 U.S.C. 77d–1(a)) is 
amended— 
(A) in paragraph (11), by striking ‘‘and’’ 
at the end; 
(B) in paragraph (12), by striking the pe-
riod at the end and inserting ‘‘; and’’; and 
(C) by adding at the end the following: 
‘‘(13) not be subject to the recordkeeping and 
reporting requirements relating to monetary instru-
ments under subchapter II of chapter 53 of title 31, 
United States Code.’’. 
(2) TITLE 31, UNITED STATES CODE.—Section 
5312 of title 31, United States Code, is amended by 
striking subsection (c) and inserting the following: 
‘‘(c) ADDITIONAL CLARIFICATION.—The term ‘finan-
cial institution’ (as defined in subsection (a))— 
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‘‘(1) includes any futures commission merchant, 
commodity trading advisor, or commodity pool oper-
ator registered, or required to register, under the 
Commodity Exchange Act (7 U.S.C. 1 et seq.); and 
‘‘(2) does not include a funding portal, as that 
term is defined in section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)).’’. 
(d) PROVISION OF IMPERSONAL INVESTMENT AD-
VICE AND RECOMMENDATIONS.—Section 3(a) of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amend-
ed— 
(1) by redesignating the second paragraph (80) 
(relating to funding portals) as paragraph (81); and 
(2) in paragraph (81)(A), as so redesignated, 
by inserting after ‘‘recommendations’’ the following: 
‘‘(other than by providing impersonal investment ad-
vice by means of written material, or an oral state-
ment, that does not purport to meet the objectives 
or needs of a specific individual or account)’’. 
Æ 
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