SEED Act of 2022

Bill: 117-s-3939
Sponsor: full_name: Sen. Scott, Tim [R-SC]
Introduced: 2022-03-28
Policy area: Finance and Financial Sector
Subjects: Banking and financial institutions regulation

Financial services and investments

Securities

State and local government operations
Latest action: action_date: 2022-04-05
text: Committee on Banking, Housing, and Urban Affairs. Hearings held.

Summaries:
action_date: 2022-03-28
action_desc: Introduced in Senate
text: <p><strong>Small Entrepreneurs' Empowerment and Development Act of 2022 or the SEED Act of 2022 </strong></p> <p>This bill creates an exemption to securities registration requirements for a micro-offering of securities. In general, the Securities and Exchange Commission (SEC) prohibits the offering or selling of securities unless the offering is registered with the SEC or it qualifies for an exemption. </p> <p>The bill defines a <em>micro-offering </em>as an aggregate amount of securities sold by an issuer that does not exceed $500,000 in a 12-month period. This exemption does not apply to issuers who are convicted of specified financial crimes or are subject to specified disciplinary actions.</p>

tv_txt: II 117th CONGRESS 2d Session S. 3939 IN THE SENATE OF THE UNITED STATES March 28, 2022 Mr. Scott of South Carolina (for himself and 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 provide small issuers with a micro-offering exemption free of mandated disclosures or offering filings, but subject to the antifraud provisions of the Federal securities laws, and for other purposes.

1. Short title This Act may be cited as the Small Entrepreneurs’ Empowerment and Development Act of 2022 or the SEED Act of 2022 . 2. Micro-offering exemption (a) In general Section 4 of the Securities Act of 1933 ( 15 U.S.C. 77d ) is amended— (1) in subsection (a), by adding at the end the following: (8) transactions meeting the requirements of subsection (f). ; and (2) by adding at the end the following: (f) Micro-Offerings (1) In general The transactions referred to in subsection (a)(8) are transactions involving the sale of securities by an issuer (including all entities controlled by or under common control with the issuer) where the aggregate amount of all securities sold by the issuer, including any amount sold in reliance on the exemption provided under subsection (a)(8), during the 12-month period preceding such transaction, does not exceed $500,000. (2) Adjustment The dollar amount in paragraph (1) shall be adjusted by the Commission not less frequently than once every 5 years and at the same time as the adjustments made under section 4A(h), by notice published in the Federal Register to reflect any change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 10,000. (3) Bad actor prohibition The exemption under this subsection shall not apply to any person subject to— (A) an event that would disqualify an issuer or other covered person under section 230.506(d)(1) of title 17, Code of Federal Regulations; or (B) a statutory disqualification, as defined in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ). . (b) Exemption under State regulations Section 18(b)(4) of the Securities Act of 1933 ( 15 U.S.C. 77r(b)(4) ) is amended— (1) in subparagraph (F), by striking or at the end; (2) in subparagraph (G), by striking the period and inserting ; or ; and (3) by adding at the end the following: (H) section 4(a)(8). .