Reserve System shall revise the Small Bank Holding Com-
pany Policy Statement on Assessment of Financial and 
Managerial Factors (12 C.F.R. part 225, appendix C) to 
change the asset threshold under such policy from ‘‘less 
than $1,000,000,000’’ (as set by Public Law 113–250) 
to ‘‘less than $5,000,000,000’’. 
(b) 
CONFORMING
AMENDMENT.—Section 
171(b)(5)(C) of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (12 U.S.C. 5371(b)(5)(C)) is 
amended by striking ‘‘$1,000,000,000’’ and inserting 
‘‘$5,000,000,000’’. 
SEC. 3. BASEL III EXEMPTION FOR COMMUNITY BANKS. 
(a) IN GENERAL.—Not later than the end of the 3- 
month period beginning on the date of the enactment of 
this Act, the Comptroller of the Currency, the Board of 
Governors of the Federal Reserve System, and the Federal 
Deposit Insurance Corporation shall issue regulations ex-
empting community banks from any regulation issued to 
implement the ‘‘International regulatory framework for 
banks (Basel III)’’. 
(b) CAPITAL REQUIREMENTS ADJUSTMENT.—The 
Comptroller of the Currency, the Board of Governors of 
the Federal Reserve System, and the Federal Deposit In-
surance Corporation shall make such revisions to capital 
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requirements as they determine necessary or appropriate 
in light of the regulations required under subsection (a). 
(c) COMMUNITY BANK DEFINED.—For purposes of 
this section, the term ‘‘community bank’’ means an in-
sured depository institution (as defined under section 3 
of the Federal Deposit Insurance Act) with consolidated 
assets of $50,000,000,000 or less. 
SEC. 4. INTERNAL CONTROL ATTESTATION REQUIREMENT 
EXEMPTIONS. 
Section 404(c) of the Sarbanes-Oxley Act of 2002 (15 
U.S.C. 7262(c)) is amended— 
(1) by striking ‘‘that is neither’’ and inserting 
the following: ‘‘that— 
‘‘(1) is neither’’; 
(2) by striking the period at the end and insert-
ing ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(2) is an insured depository institution or a 
depository institution holding company (as such 
terms are defined, respectively, under section 3 of 
the Federal Deposit Insurance Act), and has less 
than $1,000,000,000 in consolidated assets.’’. 
SEC. 5. REGULATION D CHANGES. 
The Securities and Exchange Commission— 
(1) may not adjust— 
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(A) the $1,000,000 net worth threshold 
under section 230.501(a)(5) of title 17, Code of 
Federal Regulations; or 
(B) the $200,000 and $300,000 income 
thresholds under section 230.501(a)(6) of title 
17, Code of Federal Regulations; and 
(2) shall, not later than the end of the 3-month 
period beginning on the date of the enactment of 
this Act, revise section 230.506(b)(2)(i) of title 17, 
Code of Federal Regulations, to change the limita-
tion on the number of purchasers contained in such 
section from 35 to 70. 
SEC. 6. SHAREHOLDER THRESHOLD TREATMENT OF SAV-
INGS AND LOAN HOLDING COMPANIES. 
(a) AMENDMENTS TO SECTION 12 OF THE SECURI-
TIES EXCHANGE ACT OF 1934.—Section 12(g) of the Se-
curities Exchange Act of 1934 (15 U.S.C. 78l(g)) is 
amended— 
(1) in paragraph (1)(B), by striking ‘‘or a bank 
holding company, as such term is defined in section 
2 of the Bank Holding Company Act of 1956 (12 
U.S.C. 1841)’’ and inserting ‘‘, a bank holding com-
pany, or a savings and loan holding company’’; and 
(2) in paragraph (4), by striking ‘‘or a bank 
holding company, as such term is defined in section 
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2 of the Bank Holding Company Act of 1956 (12 
U.S.C. 1841)’’ and inserting ‘‘, a bank holding com-
pany, or a savings and loan holding company’’. 
(b) AMENDMENTS TO SECTION 15 OF THE SECURI-
TIES EXCHANGE ACT OF 1934.—Section 15(d) of the Se-
curities Exchange Act of 1934 (15 U.S.C. 78o(d)) is 
amended, in the third sentence, by striking ‘‘or a bank 
holding company, as such term is defined in section 2 of 
the Bank Holding Company Act of 1956 (12 U.S.C. 
1841), 1,200 persons persons’’ and inserting ‘‘, a bank 
holding company, or a savings and loan holding company 
of less than 1,200 persons’’. 
(c) DEFINITIONS.—Section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)) is amended— 
(1) by redesignating the second paragraph (80) 
(relating to funding portals) as paragraph (81); and 
(2) by adding at the end the following: 
‘‘(82) BANK
HOLDING
COMPANY.—The term 
‘bank holding company’ has the meaning given such 
term under section 2 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841). 
‘‘(83) SAVINGS
AND
LOAN
HOLDING
COM-
PANY.—The term ‘savings and loan holding com-
pany’ has the meaning given such term under sec-
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tion 10(a) of the Home Owners’ Loan Act (12 
U.S.C. 1467a(a)).’’. 
Æ 
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