To amend the Securities Act of 1933 to require the Securities and Exchange Commission to exempt a certain class of securities from such Act.

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Small Company Capital Formation Act 
of 2011''.

SEC. 2. AUTHORITY TO EXEMPT CERTAIN SECURITIES.

    (a) In General.--Section 3(b) of the Securities Act of 1933 (15 
U.S.C. 77c(b)) is amended--
            (1) by striking ``(b) The Commission'' and inserting the 
        following:
    ``(b) Additional Exemptions.--
            ``(1) Small issues exemptive authority.--The Commission''; 
        and
            (2) by adding at the end the following:
            ``(2) Additional issues.--The Commission shall by rule or 
        regulation add a class of securities to the securities exempted 
        pursuant to this section in accordance with the following terms 
        and conditions:
                    ``(A) The aggregate offering amount of all 
                securities offered and sold within the prior 12-month 
                period in reliance on the exemption added in accordance 
                with this paragraph shall not exceed $50,000,000.
                    ``(B) The securities may be offered and sold 
                publicly.
                    ``(C) The securities shall not be restricted 
                securities within the meaning of the Federal securities 
                laws and the regulations promulgated thereunder.
                    ``(D) The civil liability provision in section 
                12(a)(2) shall apply to any person offering or selling 
                such securities.
                    ``(E) The issuer may solicit interest in the 
                offering prior to filing any offering statement, on 
                such terms and conditions as the Commission may 
                prescribe in the public interest or for the protection 
                of investors.
                    ``(F) The Commission shall require the issuer to 
                file audited financial statements with the Commission 
                annually.
                    ``(G) Such other terms, conditions, or requirements 
                as the Commission may determine necessary in the public 
                interest and for the protection of investors, which may 
                include--
                            ``(i) a requirement that the issuer prepare 
                        and electronically file with the Commission and 
                        distribute to prospective investors an offering 
                        statement, and any related documents, in such 
                        form and with such content as prescribed by the 
                        Commission, including audited financial 
                        statements, a description of the issuer's 
                        business operations, its financial condition, 
                        its corporate governance principles, its use of 
                        investor funds, and other appropriate matters; 
                        and
                            ``(ii) disqualification provisions under 
                        which the exemption shall not be available to 
                        the issuer or its predecessors, affiliates, 
                        officers, directors, underwriters, or other 
                        related persons, which shall be substantially 
                        similar to the disqualification provisions 
                        contained in the regulations adopted in 
                        accordance with section 926 of the Dodd-Frank 
                        Wall Street Reform and Consumer Protection Act 
                        (15 U.S.C. 77d note).
            ``(3) Limitation.--Only the following types of securities 
        may be exempted under a rule or regulation adopted pursuant to 
        paragraph (2): equity securities, debt securities, and debt 
        securities convertible or exchangeable to equity interests, 
        including any guarantees of such securities.
            ``(4) Periodic disclosures.--Upon such terms and conditions 
        as the Commission determines necessary in the public interest 
        and for the protection of investors, the Commission by rule or 
        regulation may require an issuer of a class of securities 
        exempted under paragraph (2) to make available to investors and 
        file with the Commission periodic disclosures regarding the 
        issuer, its business operations, its financial condition, its 
        corporate governance principles, its use of investor funds, and 
        other appropriate matters, and also may provide for the 
        suspension and termination of such a requirement with respect 
        to that issuer.
            ``(5) Adjustment.--Not later than 2 years after the date of 
        enactment of the Small Company Capital Formation Act of 2011 
        and every 2 years thereafter, the Commission shall review the 
        offering amount limitation described in paragraph (2)(A) and 
        shall increase such amount as the Commission determines 
        appropriate. If the Commission determines not to increase such 
        amount, it shall report to the Committee on Financial Services 
        of the House of Representatives and the Committee on Banking, 
        Housing, and Urban Affairs of the Senate on its reasons for not 
        increasing the amount.''.
    (b) Treatment as Covered Securities for Purposes of NSMIA.--Section 
18(b)(4) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is 
amended--
            (1) in subparagraph (C), by striking ``; or'' at the end 
        and inserting a semicolon; and
            (2) by redesignating subparagraph (D) as subparagraph (E), 
        and inserting after subparagraph (C) the following:
                    ``(D) a rule or regulation adopted pursuant to 
                section 3(b)(2) and such security is--
                            ``(i) offered or sold on a national 
                        securities exchange; or
                            ``(ii) offered or sold to a qualified 
                        purchaser, as defined by the Commission 
                        pursuant to paragraph (3) with respect to that 
                        purchase or sale.''.
    (c) Conforming Amendment.--Section 4(5) of the Securities Act of 
1933 is amended by striking ``section 3(b)'' and inserting ``section 
3(b)(1)''.

SEC. 3. STUDY ON THE IMPACT OF STATE BLUE SKY LAWS ON REGULATION A 
              OFFERINGS.

    The Comptroller General shall conduct a study on the impact of 
State laws regulating securities offerings, or ``Blue Sky laws'', on 
offerings made under Regulation A (17 CFR 230.251 et seq.). The 
Comptroller General shall transmit a report on the findings of the 
study to the Committee on Financial Services of the House of 
Representatives, and the Committee on Banking, Housing, and Urban 
Affairs of the Senate not later than 3 months after the date of 
enactment of this Act.

            Passed the House of Representatives November 2, 2011.

            Attest:

                                                 KAREN L. HAAS,

                                                                 Clerk.

Summary: Small Company Capital Formation Act of 2011 - (Sec. 2) Amends the Securities Act of 1933 (Act) to direct the Securities and Exchange Commission (SEC) to exempt from its regulation a class of securities for which the aggregate offering amount of all securities sold within the prior 12-month period in reliance upon such exemption does not exceed $50 million. Restricts any such exemption to equity securities, debt securities, and debt securities convertible or exchangeable to equity interests, including any guarantees of such securities.

Subjects to civil liability certain violations arising from offering or selling securities by use of prospectuses and communications. Authorizes the SEC to: (1) require an issuer of such exempted class of securities to make periodic disclosures available to investors regarding the issuer, its business operations, financial condition, corporate governance principles, and use of investor funds; (2) require the issuer to file electronically with the SEC and distribute to prospective investors an offering statement which includes this information; (3) provide for the suspension and termination of this disclosure requirement with respect to that issuer; and (4) prescribe exemption disqualification requirements, substantially similar to regulations adopted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, under which the exemption shall not be available to the issuer and related persons, including predecessors, affiliates, officers, directors, and underwriters.

Requires the SEC to: (1) review and increase biennially such offering amount limitation, as appropriate; and (2) report to certain congressional committees its reasons for not increasing the amount if it determines not to do so.

 Exempts from state regulation the securities covered and required exempted from SEC regulation by this Act.

(Sec. 3) Directs the Comptroller General to study the impact of state laws regulating securities offerings (Blue Sky laws) on offerings made under Regulation A (which specifies the terms and conditions of exemption from the registration requirements of the Securities Act of 1933).