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‘‘(2) INCOME AND NET WORTH.—The income and 
net worth of a natural person under section 4(6)(B) 
shall be calculated in accordance with any rules of the 
Commission under this title regarding the calculation 
of the income and net worth, respectively, of an ac-
credited investor.’’. 
(c) RULEMAKING.—Not later than 270 days after the 
date of enactment of this Act, the Securities and Exchange 
Commission (in this title referred to as the ‘‘Commission’’) 
shall issue such rules as the Commission determines may 
be necessary or appropriate for the protection of investors 
to carry out sections 4(6) and section 4A of the Securities 
Act of 1933, as added by this title. In carrying out this 
section, the Commission shall consult with any securities 
commission (or any agency or office performing like func-
tions) of the States, any territory of the United States, and 
the District of Columbia, which seeks to consult with the 
Commission, and with any applicable national securities 
association. 
(d) DISQUALIFICATION.— 
(1) IN GENERAL.—Not later than 270 days after 
the date of enactment of this Act, the Commission 
shall, by rule, establish disqualification provisions 
under which—
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(A) an issuer shall not be eligible to offer se-
curities pursuant to section 4(6) of the Securities 
Act of 1933, as added by this title; and 
(B) a broker or funding portal shall not be 
eligible to effect or participate in transactions 
pursuant to that section 4(6). 
(2) INCLUSIONS.—Disqualification provisions re-
quired by this subsection shall— 
(A) be substantially similar to the provi-
sions of section 230.262 of title 17, Code of Fed-
eral Regulations (or any successor thereto); and 
(B) disqualify any offering or sale of securi-
ties by a person that— 
(i) is subject to a final order of a State 
securities commission (or an agency or offi-
cer of a State performing like functions), a 
State authority that supervises or examines 
banks, 
savings 
associations, 
or 
credit 
unions, a State insurance commission (or 
an agency or officer of a State performing 
like functions), an appropriate Federal 
banking agency, or the National Credit 
Union Administration, that— 
(I) bars the person from—
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(aa) association with an en-
tity regulated by such commis-
sion, authority, agency, or officer; 
(bb) engaging in the business 
of securities, insurance, or bank-
ing; or 
(cc) engaging in savings as-
sociation or credit union activi-
ties; or 
(II) constitutes a final order based 
on a violation of any law or regulation 
that prohibits fraudulent, manipula-
tive, or deceptive conduct within the 
10-year period ending on the date of 
the filing of the offer or sale; or 
(ii) has been convicted of any felony or 
misdemeanor in connection with the pur-
chase or sale of any security or involving 
the making of any false filing with the 
Commission. 
SEC. 303. EXCLUSION OF CROWDFUNDING INVESTORS 
FROM SHAREHOLDER CAP. 
(a) EXEMPTION.—Section 12(g) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78l(g)) is amended by adding 
at the end the following:
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‘‘(6) EXCLUSION FOR PERSONS HOLDING CER-
TAIN SECURITIES.—The Commission shall, by rule, 
exempt, conditionally or unconditionally, securities 
acquired pursuant to an offering made under section 
4(6) of the Securities Act of 1933 from the provisions 
of this subsection.’’. 
(b) RULEMAKING.—The Commission shall issue a rule 
to carry out section 12(g)(6) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78c), as added by this section, not later 
than 270 days after the date of enactment of this Act. 
SEC. 304. FUNDING PORTAL REGULATION. 
(a) EXEMPTION.— 
(1) IN GENERAL.—Section 3 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c) is amended by 
adding at the end the following: 
‘‘(h) LIMITED EXEMPTION FOR FUNDING PORTALS.— 
‘‘(1) IN GENERAL.—The Commission shall, by 
rule, exempt, conditionally or unconditionally, a reg-
istered funding portal from the requirement to reg-
ister as a broker or dealer under section 15(a)(1), pro-
vided that such funding portal— 
‘‘(A) remains subject to the examination, 
enforcement, and other rulemaking authority of 
the Commission;
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‘‘(B) is a member of a national securities 
association registered under section 15A; and 
‘‘(C) is subject to such other requirements 
under this title as the Commission determines 
appropriate under such rule. 
‘‘(2) NATIONAL SECURITIES ASSOCIATION MEM-
BERSHIP.—For purposes of sections 15(b)(8) and 
15A, the term ‘broker or dealer’ includes a funding 
portal and the term ‘registered broker or dealer’ in-
cludes a registered funding portal, except to the extent 
that the Commission, by rule, determines otherwise, 
provided that a national securities association shall 
only examine for and enforce against a registered 
funding portal rules of such national securities asso-
ciation written specifically for registered funding por-
tals.’’. 
(2) RULEMAKING.—The Commission shall issue 
a rule to carry out section 3(h) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c), as added by this 
subsection, not later than 270 days after the date of 
enactment of this Act. 
(b) DEFINITION.—Section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)) is amended by add-
ing at the end the following: