II 
Calendar No. 334 
112TH CONGRESS 
2D SESSION 
H. R. 3606 
IN THE SENATE OF THE UNITED STATES 
MARCH 8, 2012 
Received 
MARCH 12, 2012 
Read the first time 
MARCH 13, 2012 
Read the second time and placed on the calendar 
AN ACT 
To increase American job creation and economic growth by 
improving access to the public capital markets for emerg-
ing growth companies. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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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. 
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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 
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