II 117th CONGRESS 2d Session S. 3967 IN THE SENATE OF THE UNITED STATES March 30, 2022 Mr. Moran introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs A BILL To amend the Securities Act of 1933 to preempt State securities law requiring registration for secondary transactions, and for other purposes.

1. Short title This Act may be cited as the Improving Crowdfunding Opportunities Act . 2. Crowdfunding revisions (a) Exemption from State regulation Section 18(b)(4)(A) of the Securities Act of 1933 ( 15 U.S.C. 77r(b)(4)(A) ) is amended by striking pursuant to section and all that follows through the semicolon at the end and inserting the following: “pursuant to— (i) section 13 or 15(d) of the Securities 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 paragraph (4); and (2) by inserting after paragraph (2) the following: (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 portal knowingly— (A) makes any untrue statement of a material fact or omits to state a material fact in order to make the statements made, in light of the circumstances under which they are made, not misleading; or (B) engages in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person. . (c) Applicability of Bank Secrecy Act requirements (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 period 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 instruments 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 financial institution (as defined in subsection (a))— (1) includes any futures commission merchant, commodity trading advisor, or commodity pool operator 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 Exchange Act of 1934 ( 15 U.S.C. 78c(a) ). . (d) Provision of impersonal investment advice and recommendations Section 3(a) of the Securities Exchange 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) in paragraph (81)(A), as so redesignated, by inserting after recommendations the following: (other than by providing impersonal investment advice by means of written material, or an oral statement, that does not purport to meet the objectives or needs of a specific individual or account) .