Equal Opportunity for All Investors Act of 2025

Bill: 119-hr-3339
Sponsor: full_name: Rep. Flood, Mike [R-NE-1]
Introduced: 2025-05-13
Policy area: Finance and Financial Sector
Subjects: Banking and financial institutions regulation

Financial services and investments

Securities
Latest action: action_date: 2025-07-22
text: Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Summaries:
action_date: 2025-05-13
action_desc: Introduced in House
text: <p><strong>Equal Opportunity for All Investors Act of 2025</strong></p><p>This bill expands who may be considered an accredited investor for purposes of participating in private offerings of securities. (Certain unregistered securities may only be offered to accredited investors.)</p><p>Specifically, the bill allows an individual to qualify through an examination established by the Securities and Exchange Commission. The examination must</p><ul><li>be designed with an appropriate difficulty level such that an individual with financial sophistication or training would be unlikely to fail,</li><li>include methods to determine competency and knowledge in certain areas&nbsp;such as the disclosure requirements of different securities,&nbsp;and</li><li>be administered by a registered national securities association and offered free of charge to the public.</li></ul><p>Currently, accredited investors must satisfy certain requirements indicating their reduced exposure to financial risk, including those related to income, net worth, or knowledge and experience.</p>

tv_txt: IIB 119th CONGRESS 1st Session H. R. 3339 IN THE SENATE OF THE UNITED STATES July 22, 2025 Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs AN ACT To require certification examinations for accredited investors, and for other purposes.

1. Short title This Act may be cited as the Equal Opportunity for All Investors Act of 2025 . 2. Certification examinations for accredited investors (a) In general The Commission shall revise the definition of accredited investor under Regulation D (section 230.500 et seq. of title 17, Code of Federal Regulations) to include any natural person who is certified through the examination required under subsection (b). (b) Establishment of examination Not later than 1 year after the date of the enactment of this Act, the Commission shall establish an examination (including a test, certification, or examination program)— (1) to certify an individual as an accredited investor; and (2) that— (A) is designed with an appropriate level of difficulty such that an individual with financial sophistication would be unlikely to fail; and (B) includes methods to determine whether an individual seeking to be certified as an accredited investor demonstrates competency with respect to— (i) the different types of securities; (ii) the disclosure requirements under the securities laws applicable to issuers and offerings of securities exempt from registration under section 5 of the Securities Act of 1933 as compared to issuers and offerings of securities subject to such section 5; (iii) corporate governance; (iv) financial statements and the components of such statements; (v) aspects of unregistered securities, securities issued by private companies, and investments into private funds, including risks associated with— (I) limited liquidity; (II) limited disclosures; (III) subjectivity and variability in valuations and the analytical tools investors may use to assess such valuations; (IV) information asymmetry; (V) leverage risks; (VI) concentration risk; and (VII) longer investment horizons; (vi) potential conflicts of interest, when the interests of financial professionals and their clients are misaligned or when their professional responsibilities may be in conflict with financial motivations; and (vii) such other criteria as the Commission determines necessary or appropriate in the public interest or for the protection of investors. (c) Administration Beginning not later than 180 days after the date the examination is established under subsection (b), such examination shall be administered and offered free of charge to the public by a registered national securities association under section 15A of the Securities Exchange Act of 1934 ( 15 U.S.C. 78o–3 ). (d) Commission defined In this section, the term Commission means the Securities and Exchange Commission.

Passed the House of Representatives July 21, 2025. Kevin F. McCumber, Clerk.

tv_txt: IB 119th CONGRESS 1st Session H. R. 3339 IN THE HOUSE OF REPRESENTATIVES AN ACT To require certification examinations for accredited investors, and for other purposes.

1. Short title This Act may be cited as the Equal Opportunity for All Investors Act of 2025 . 2. Certification examinations for accredited investors (a) In general The Commission shall revise the definition of accredited investor under Regulation D (section 230.500 et seq. of title 17, Code of Federal Regulations) to include any natural person who is certified through the examination required under subsection (b). (b) Establishment of examination Not later than 1 year after the date of the enactment of this Act, the Commission shall establish an examination (including a test, certification, or examination program)— (1) to certify an individual as an accredited investor; and (2) that— (A) is designed with an appropriate level of difficulty such that an individual with financial sophistication would be unlikely to fail; and (B) includes methods to determine whether an individual seeking to be certified as an accredited investor demonstrates competency with respect to— (i) the different types of securities; (ii) the disclosure requirements under the securities laws applicable to issuers and offerings of securities exempt from registration under section 5 of the Securities Act of 1933 as compared to issuers and offerings of securities subject to such section 5; (iii) corporate governance; (iv) financial statements and the components of such statements; (v) aspects of unregistered securities, securities issued by private companies, and investments into private funds, including risks associated with— (I) limited liquidity; (II) limited disclosures; (III) subjectivity and variability in valuations and the analytical tools investors may use to assess such valuations; (IV) information asymmetry; (V) leverage risks; (VI) concentration risk; and (VII) longer investment horizons; (vi) potential conflicts of interest, when the interests of financial professionals and their clients are misaligned or when their professional responsibilities may be in conflict with financial motivations; and (vii) such other criteria as the Commission determines necessary or appropriate in the public interest or for the protection of investors. (c) Administration Beginning not later than 180 days after the date the examination is established under subsection (b), such examination shall be administered and offered free of charge to the public by a registered national securities association under section 15A of the Securities Exchange Act of 1934 ( 15 U.S.C. 78o–3 ). (d) Commission defined In this section, the term Commission means the Securities and Exchange Commission.

Passed the House of Representatives July 21, 2025. Kevin F. McCumber, Clerk.

tv_txt: IB Union Calendar No. 97 119th CONGRESS 1st Session H. R. 3339 [Report No. 119–127] IN THE HOUSE OF REPRESENTATIVES May 13, 2025 Mr. Flood (for himself, Mr. Fields , Mr. Lawler , Ms. McBride , and Mr. Thanedar ) introduced the following bill; which was referred to the Committee on Financial Services June 3, 2025 Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed Strike out all after the enacting clause and insert the part printed in italic For text of introduced bill, see copy of bill as introduced on May 13, 2025 A BILL To require certification examinations for accredited investors, and for other purposes.

1. Short title This Act may be cited as the Equal Opportunity for All Investors Act of 2025 . 2. Certification examinations for accredited investors (a) In general The Commission shall revise the definition of accredited investor under Regulation D (section 230.500 et seq. of title 17, Code of Federal Regulations) to include any natural person who is certified through the examination required under subsection (b). (b) Establishment of examination Not later than 1 year after the date of the enactment of this Act, the Commission shall establish an examination (including a test, certification, or examination program)— (1) to certify an individual as an accredited investor; and (2) that— (A) is designed with an appropriate level of difficulty such that an individual with financial sophistication would be unlikely to fail; and (B) includes methods to determine whether an individual seeking to be certified as an accredited investor demonstrates competency with respect to— (i) the different types of securities; (ii) the disclosure requirements under the securities laws applicable to issuers and offerings of securities exempt from registration under section 5 of the Securities Act of 1933 as compared to issuers and offerings of securities subject to such section 5; (iii) corporate governance; (iv) financial statements and the components of such statements; (v) aspects of unregistered securities, securities issued by private companies, and investments into private funds, including risks associated with— (I) limited liquidity; (II) limited disclosures; (III) subjectivity and variability in valuations and the analytical tools investors may use to assess such valuations; (IV) information asymmetry; (V) leverage risks; (VI) concentration risk; and (VII) longer investment horizons; (vi) potential conflicts of interest, when the interests of financial professionals and their clients are misaligned or when their professional responsibilities may be in conflict with financial motivations; and (vii) such other criteria as the Commission determines necessary or appropriate in the public interest or for the protection of investors. (c) Administration Beginning not later than 180 days after the date the examination is established under subsection (b), such examination shall be administered and offered free of charge to the public by a registered national securities association under section 15A of the Securities Exchange Act of 1934 ( 15 U.S.C. 78o–3 ). (d) Commission defined In this section, the term Commission means the Securities and Exchange Commission.

June 3, 2025 Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed

tv_txt: I 119th CONGRESS 1st Session H. R. 3339 IN THE HOUSE OF REPRESENTATIVES May 13, 2025 Mr. Flood (for himself, Mr. Fields , Mr. Lawler , Ms. McBride , and Mr. Thanedar ) introduced the following bill; which was referred to the Committee on Financial Services A BILL To require certification examinations for accredited investors, and for other purposes.

1. Short title This Act may be cited as the Equal Opportunity for All Investors Act of 2025 . 2. Certification examinations for accredited investors (a) In general The Commission shall revise the definition of accredited investor under Regulation D (section 230.500 et seq. of title 17, Code of Federal Regulations) to include any natural person who is certified through the examination required under subsection (b). (b) Establishment of examination Not later than 1 year after the date of the enactment of this Act, the Commission shall establish an examination (including a test, certification, or examination program)— (1) to certify an individual as an accredited investor; and (2) that— (A) is designed with an appropriate level of difficulty such that an individual with financial sophistication would be unlikely to fail; and (B) includes methods to determine whether an individual seeking to be certified as an accredited investor demonstrates competency with respect to— (i) the different types of securities; (ii) the disclosure requirements under the securities laws applicable to issuers and offerings of securities exempt from registration under section 5 of the Securities Act of 1933 as compared to issuers and offerings of securities subject to such section 5; (iii) corporate governance; (iv) financial statements and the components of such statements; (v) aspects of unregistered securities, securities issued by private companies, and investments into private funds, including risks associated with— (I) limited liquidity; (II) limited disclosures; (III) subjectivity and variability in valuations and the analytical tools investors may use to assess such valuations; (IV) information asymmetry; (V) leverage risks; (VI) concentration risk; and (VII) longer investment horizons; (vi) potential conflicts of interest, when the interests of financial professionals and their clients are misaligned or when their professional responsibilities may be in conflict with financial motivations; and (vii) other criteria the Commission determines necessary or appropriate in the public interest or for the protection of investors. (c) Administration Beginning not later than 180 days after the date the examination is established under subsection (b), such examination shall be administered and offered free of charge to the public by a registered national securities association under section 15A of the Securities Exchange Act of 1934 ( 15 U.S.C. 78o–3 ). (d) Commission defined In this section, the term Commission means the Securities and Exchange Commission.