[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3606 Enrolled Bill (ENR)]
H.R.3606
One Hundred Twelfth Congress
of the
United States of America
AT THE SECOND SESSION
Begun and held at the City of Washington on Tuesday,
the third day of January, two thousand and twelve
An Act
To increase American job creation and economic growth by improving
access to the public capital markets for emerging growth companies.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,

ca12ac49d90b010cd6ca184c018d7ab51c97c7c5d1484497404e7d2b48d86ba7

This Act may be cited as the ``Jumpstart Our Business Startups
Act''.

9863204df07cea881c2892b276462372210548e6fb646424bf85de3227d4ae82

The table of contents of this Act is as follows:

dc8797d95be2bf683ae9488e5f7eb1861c91baed38e4a046f3482e8f9f8e6f32

a2870cf86f110a862b3a7d8599a3fccaf60a7ba738abf38dce73f08f637c8383

TITLE IV

-SMALL COMPANY CAPITAL FORMATION

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TITLE VII

-OUTREACH ON CHANGES TO THE LAW

(a) Securities Act of 1933.--Section 2(a) of the Securities Act of
1933 (15 U.S.C. 77b(a)) is amended by adding at the end the following:
``(19) The term `emerging growth company' means an issuer that
had total annual gross revenues of less than $1,000,000,000 (as
such amount is indexed for inflation every 5 years by the
Commission to reflect the change in the Consumer Price Index for
All Urban Consumers published by the Bureau of Labor Statistics,
setting the threshold to the nearest 1,000,000) during its most
recently completed fiscal year. An issuer that is an emerging
growth company as of the first day of that fiscal year shall
continue to be deemed an emerging growth company until the earliest
of--
``(A) the last day of the fiscal year of the issuer during
which it had total annual gross revenues of $1,000,000,000 (as
such amount is indexed for inflation every 5 years by the
Commission to reflect the change in the Consumer Price Index
for All Urban Consumers published by the Bureau of Labor
Statistics, setting the threshold to the nearest 1,000,000) or
more;
``(B) the last day of the fiscal year of the issuer
following the fifth anniversary of the date of the first sale
of common equity securities of the issuer pursuant to an
effective registration statement under this title;
``(C) the date on which such issuer has, during the
previous 3-year period, issued more than $1,000,000,000 in non-
convertible debt; or
``(D) the date on which such issuer is deemed to be a
`large accelerated filer', as defined in section 240.12b-2 of
title 17, Code of Federal Regulations, or any successor
thereto.''.
(b) Securities Exchange Act of 1934.--Section 3(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended--
(1) by redesignating paragraph (77), as added by section 941(a)
of the Investor Protection and Securities Reform Act of 2010
(Public Law 111-203, 124 Stat. 1890), as paragraph (79); and
(2) by adding at the end the following:
``(80) Emerging growth company.--The term `emerging growth
company' means an issuer that had total annual gross revenues of
less than $1,000,000,000 (as such amount is indexed for inflation
every 5 years by the Commission to reflect the change in the
Consumer Price Index for All Urban Consumers published by the
Bureau of Labor Statistics, setting the threshold to the nearest
1,000,000) during its most recently completed fiscal year. An
issuer that is an emerging growth company as of the first day of
that fiscal year shall continue to be deemed an emerging growth
company until the earliest of--
``(A) the last day of the fiscal year of the issuer during
which it had total annual gross revenues of $1,000,000,000 (as
such amount is indexed for inflation every 5 years by the
Commission to reflect the change in the Consumer Price Index
for All Urban Consumers published by the Bureau of Labor
Statistics, setting the threshold to the nearest 1,000,000) or
more;
``(B) the last day of the fiscal year of the issuer
following the fifth anniversary of the date of the first sale
of common equity securities of the issuer pursuant to an
effective registration statement under the Securities Act of
1933;
``(C) the date on which such issuer has, during the
previous 3-year period, issued more than $1,000,000,000 in non-
convertible debt; or
``(D) the date on which such issuer is deemed to be a
`large accelerated filer', as defined in section 240.12b-2 of
title 17, Code of Federal Regulations, or any successor
thereto.''.
(c) Other Definitions.--As used in this title, the following
definitions shall apply:
(1) Commission.--The term ``Commission'' means the Securities
and Exchange Commission.
(2) Initial public offering date.--The term ``initial public
offering date'' means the date of the first sale of common equity
securities of an issuer pursuant to an effective registration
statement under the Securities Act of 1933.
(d) Effective Date.--Notwithstanding section 2(a)(19) of the
Securities Act of 1933 and section 3(a)(80) of the Securities Exchange
Act of 1934, an issuer shall not be an emerging growth company for
purposes of such Acts if the first sale of common equity securities of
such issuer pursuant to an effective registration statement under the
Securities Act of 1933 occurred on or before December 8, 2011.

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TITLE I

-REOPENING AMERICAN CAPITAL MARKETS TO EMERGING GROWTH

(a) Executive Compensation.--
(1) Exemption.--Section 14A(e) of the Securities Exchange Act
of 1934 (15 U.S.C. 78n-1(e)) is amended--
(A) by striking ``The Commission may'' and inserting the
following:
``(1) In general.--The Commission may'';
(B) by striking ``an issuer'' and inserting ``any other
issuer''; and
(C) by adding at the end the following:
``(2) Treatment of emerging growth companies.--
``(A) In general.--An emerging growth company shall be
exempt from the requirements of subsections (a) and (b).
``(B) Compliance after termination of emerging growth
company treatment.--An issuer that was an emerging growth
company but is no longer an emerging growth company shall
include the first separate resolution described under
subsection (a)(1) not later than the end of--
``(i) in the case of an issuer that was an emerging
growth company for less than 2 years after the date of
first sale of common equity securities of the issuer
pursuant to an effective registration statement under the
Securities Act of 1933, the 3-year period beginning on such
date; and
``(ii) in the case of any other issuer, the 1-year
period beginning on the date the issuer is no longer an
emerging growth company.''.
(2) Proxies.--Section 14(i) of the Securities Exchange Act of
1934 (15 U.S.C. 78n(i)) is amended by inserting ``, for any issuer
other than an emerging growth company,'' after ``including''.
(3) Compensation disclosures.--Section 953(b)(1) of the
Investor Protection and Securities Reform Act of 2010 (Public Law
111-203; 124 Stat. 1904) is amended by inserting ``, other than an
emerging growth company, as that term is defined in section 3(a) of
the Securities Exchange Act of 1934,'' after ``require each
issuer''.
(b) Financial Disclosures and Accounting Pronouncements.--
(1) Securities act of 1933.--Section 7(a) of the Securities Act
of 1933 (15 U.S.C. 77g(a)) is amended--
(A) by striking ``(a) The registration'' and inserting the
following:
``(a) Information Required in Registration Statement.--
``(1) In general.--The registration''; and
(B) by adding at the end the following:
``(2) Treatment of emerging growth companies.--An emerging
growth company--
``(A) need not present more than 2 years of audited
financial statements in order for the registration statement of
such emerging growth company with respect to an initial public
offering of its common equity securities to be effective, and
in any other registration statement to be filed with the
Commission, an emerging growth company need not present
selected financial data in accordance with section 229.301 of
title 17, Code of Federal Regulations, for any period prior to
the earliest audited period presented in connection with its
initial public offering; and
``(B) may not be required to comply with any new or revised
financial accounting standard until such date that a company
that is not an issuer (as defined under section 2(a) of the
Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201(a))) is required to
comply with such new or revised accounting standard, if such
standard applies to companies that are not issuers.''.
(2) Securities exchange act of 1934.--Section 13(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a)) is amended by
adding at the end the following: ``In any registration statement,
periodic report, or other reports to be filed with the Commission,
an emerging growth company need not present selected financial data
in accordance with section 229.301 of title 17, Code of Federal
Regulations, for any period prior to the earliest audited period
presented in connection with its first registration statement that
became effective under this Act or the Securities Act of 1933 and,
with respect to any such statement or reports, an emerging growth
company may not be required to comply with any new or revised
financial accounting standard until such date that a company that
is not an issuer (as defined under section 2(a) of the Sarbanes-
Oxley Act of 2002 (15 U.S.C. 7201(a))) is required to comply with
such new or revised accounting standard, if such standard applies
to companies that are not issuers.''.
(c) Other Disclosures.--An emerging growth company may comply with
section 229.303(a) of title 17, Code of Federal Regulations, or any
successor thereto, by providing information required by such section
with respect to the financial statements of the emerging growth company
for each period presented pursuant to section 7(a) of the Securities
Act of 1933 (15 U.S.C. 77g(a)). An emerging growth company may comply
with section 229.402 of title 17, Code of Federal Regulations, or any
successor thereto, by disclosing the same information as any issuer
with a market value of outstanding voting and nonvoting common equity
held by non-affiliates of less than $75,000,000.

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Section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7262(b)) is amended by inserting ``, other than an issuer that is an
emerging growth company (as defined in section 3 of the Securities
Exchange Act of 1934),'' before ``shall attest to''.

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Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7213(a)(3)) is amended by adding at the end the following:
``(C) Transition period for emerging growth companies.--Any
rules of the Board requiring mandatory audit firm rotation or a
supplement to the auditor's report in which the auditor would
be required to provide additional information about the audit
and the financial statements of the issuer (auditor discussion
and analysis) shall not apply to an audit of an emerging growth
company, as defined in section 3 of the Securities Exchange Act
of 1934. Any additional rules adopted by the Board after the
date of enactment of this subparagraph shall not apply to an
audit of any emerging growth company, unless the Commission
determines that the application of such additional requirements
is necessary or appropriate in the public interest, after
considering the protection of investors and whether the action
will promote efficiency, competition, and capital formation.''.

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COMPANIES.
(a) Provision of Research.--Section 2(a)(3) of the Securities Act
of 1933 (15 U.S.C. 77b(a)(3)) is amended by adding at the end the
following: ``The publication or distribution by a broker or dealer of a
research report about an emerging growth company that is the subject of
a proposed public offering of the common equity securities of such
emerging growth company pursuant to a registration statement that the
issuer proposes to file, or has filed, or that is effective shall be
deemed for purposes of paragraph (10) of this subsection and section
5(c) not to constitute an offer for sale or offer to sell a security,
even if the broker or dealer is participating or will participate in
the registered offering of the securities of the issuer. As used in
this paragraph, the term `research report' means a written, electronic,
or oral communication that includes information, opinions, or
recommendations with respect to securities of an issuer or an analysis
of a security or an issuer, whether or not it provides information
reasonably sufficient upon which to base an investment decision.''.
(b) Securities Analyst Communications.--Section 15D of the
Securities Exchange Act of 1934 (15 U.S.C. 78o-6) is amended--
(1) by redesignating subsection (c) as subsection (d); and
(2) by inserting after subsection (b) the following:
``(c) Limitation.--Notwithstanding subsection (a) or any other
provision of law, neither the Commission nor any national securities
association registered under section 15A may adopt or maintain any rule
or regulation in connection with an initial public offering of the
common equity of an emerging growth company--
``(1) restricting, based on functional role, which associated
persons of a broker, dealer, or member of a national securities
association, may arrange for communications between a securities
analyst and a potential investor; or
``(2) restricting a securities analyst from participating in
any communications with the management of an emerging growth
company that is also attended by any other associated person of a
broker, dealer, or member of a national securities association
whose functional role is other than as a securities analyst.''.
(c) Expanding Permissible Communications.--Section 5 of the
Securities Act of 1933 (15 U.S.C. 77e) is amended--
(1) by redesignating subsection (d) as subsection (e); and
(2) by inserting after subsection (c) the following:
``(d) Limitation.--Notwithstanding any other provision of this
section, an emerging growth company or any person authorized to act on
behalf of an emerging growth company may engage in oral or written
communications with potential investors that are qualified
institutional buyers or institutions that are accredited investors, as
such terms are respectively defined in section 230.144A and section
230.501(a) of title 17, Code of Federal Regulations, or any successor
thereto, to determine whether such investors might have an interest in
a contemplated securities offering, either prior to or following the
date of filing of a registration statement with respect to such
securities with the Commission, subject to the requirement of
subsection (b)(2).''.
(d) Post Offering Communications.--Neither the Commission nor any
national securities association registered under section 15A of the
Securities Exchange Act of 1934 may adopt or maintain any rule or
regulation prohibiting any broker, dealer, or member of a national
securities association from publishing or distributing any research
report or making a public appearance, with respect to the securities of
an emerging growth company, either--
(1) within any prescribed period of time following the initial
public offering date of the emerging growth company; or
(2) within any prescribed period of time prior to the
expiration date of any agreement between the broker, dealer, or
member of a national securities association and the emerging growth
company or its shareholders that restricts or prohibits the sale of
securities held by the emerging growth company or its shareholders
after the initial public offering date.

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(a) Draft Registration Statements.--Section 6 of the Securities Act
of 1933 (15 U.S.C. 77f) is amended by adding at the end the following:
``(e) Emerging Growth Companies.--
``(1) In general.--Any emerging growth company, prior to its
initial public offering date, may confidentially submit to the
Commission a draft registration statement, for confidential
nonpublic review by the staff of the Commission prior to public
filing, provided that the initial confidential submission and all
amendments thereto shall be publicly filed with the Commission not
later than 21 days before the date on which the issuer conducts a
road show, as such term is defined in section 230.433(h)(4) of
title 17, Code of Federal Regulations, or any successor thereto.
``(2) Confidentiality.--Notwithstanding any other provision of
this title, the Commission shall not be compelled to disclose any
information provided to or obtained by the Commission pursuant to
this subsection. For purposes of section 552 of title 5, United
States Code, this subsection shall be considered a statute
described in subsection (b)(3)(B) of such section 552. Information
described in or obtained pursuant to this subsection shall be
deemed to constitute confidential information for purposes of
section 24(b)(2) of the Securities Exchange Act of 1934.''.
(b) Tick Size.--Section 11A(c) of the Securities Exchange Act of
1934 (15 U.S.C. 78k-1(c)) is amended by adding at the end the following
new paragraph:
``(6) Tick size.--
``(A) Study and report.--The Commission shall conduct a
study examining the transition to trading and quoting
securities in one penny increments, also known as
decimalization. The study shall examine the impact that
decimalization has had on the number of initial public
offerings since its implementation relative to the period
before its implementation. The study shall also examine the
impact that this change has had on liquidity for small and
middle capitalization company securities and whether there is
sufficient economic incentive to support trading operations in
these securities in penny increments. Not later than 90 days
after the date of enactment of this paragraph, the Commission
shall submit to Congress a report on the findings of the study.
``(B) Designation.--If the Commission determines that the
securities of emerging growth companies should be quoted and
traded using a minimum increment of greater than $0.01, the
Commission may, by rule not later than 180 days after the date
of enactment of this paragraph, designate a minimum increment
for the securities of emerging growth companies that is greater
than $0.01 but less than $0.10 for use in all quoting and
trading of securities in any exchange or other execution
venue.''.

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(a) In General.--With respect to an exemption provided to emerging
growth companies under this title, or an amendment made by this title,
an emerging growth company may choose to forgo such exemption and
instead comply with the requirements that apply to an issuer that is
not an emerging growth company.
(b) Special Rule.--Notwithstanding subsection (a), with respect to
the extension of time to comply with new or revised financial
accounting standards provided under section 7(a)(2)(B) of the
Securities Act of 1933 and section 13(a) of the Securities Exchange Act
of 1934, as added by section 102(b), if an emerging growth company
chooses to comply with such standards to the same extent that a non-
emerging growth company is required to comply with such standards, the
emerging growth company--
(1) must make such choice at the time the company is first
required to file a registration statement, periodic report, or
other report with the Commission under section 13 of the Securities
Exchange Act of 1934 and notify the Securities and Exchange
Commission of such choice;
(2) may not select some standards to comply with in such manner
and not others, but must comply with all such standards to the same
extent that a non-emerging growth company is required to comply
with such standards; and
(3) must continue to comply with such standards to the same
extent that a non-emerging growth company is required to comply
with such standards for as long as the company remains an emerging
growth company.

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(a) Review.--The Securities and Exchange Commission shall conduct a
review of its Regulation S-K (17 CFR 229.10 et seq.) to--
(1) comprehensively analyze the current registration
requirements of such regulation; and
(2) determine how such requirements can be updated to modernize
and simplify the registration process and reduce the costs and
other burdens associated with these requirements for issuers who
are emerging growth companies.
(b) Report.--Not later than 180 days after the date of enactment of
this title, the Commission shall transmit to Congress a report of the
review conducted under subsection (a). The report shall include the
specific recommendations of the Commission on how to streamline the
registration process in order to make it more efficient and less
burdensome for the Commission and for prospective issuers who are
emerging growth companies.

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(a) Modification of Rules.--
(1) Not later than 90 days after the date of the enactment of
this Act, the Securities and Exchange Commission shall revise its
rules issued in section 230.506 of title 17, Code of Federal
Regulations, to provide that the prohibition against general
solicitation or general advertising contained in section 230.502(c)
of such title shall not apply to offers and sales of securities
made pursuant to section 230.506, provided that all purchasers of
the securities are accredited investors. Such rules shall require
the issuer to take reasonable steps to verify that purchasers of
the securities are accredited investors, using such methods as
determined by the Commission. Section 230.506 of title 17, Code of
Federal Regulations, as revised pursuant to this section, shall
continue to be treated as a regulation issued under section 4(2) of
the Securities Act of 1933 (15 U.S.C. 77d(2)).
(2) Not later than 90 days after the date of enactment of this
Act, the Securities and Exchange Commission shall revise subsection
(d)(1) of section 230.144A of title 17, Code of Federal
Regulations, to provide that securities sold under such revised
exemption may be offered to persons other than qualified
institutional buyers, including by means of general solicitation or
general advertising, provided that securities are sold only to
persons that the seller and any person acting on behalf of the
seller reasonably believe is a qualified institutional buyer.
(b) Consistency in Interpretation.--Section 4 of the Securities Act
of 1933 (15 U.S.C. 77d) is amended--
(1) by striking ``The provisions of section 5'' and inserting
``(a) The provisions of section 5''; and
(2) by adding at the end the following:
``(b) Offers and sales exempt under section 230.506 of title 17,
Code of Federal Regulations (as revised pursuant to section 201 of the
Jumpstart Our Business Startups Act) shall not be deemed public
offerings under the Federal securities laws as a result of general
advertising or general solicitation.''.
(c) Explanation of Exemption.--Section 4 of the Securities Act of
1933 (15 U.S.C. 77d) is amended--
(1) by striking ``The provisions of section 5'' and inserting
``(a) The provisions of section 5''; and
(2) by adding at the end the following:
``(b)(1) With respect to securities offered and sold in compliance
with Rule 506 of Regulation D under this Act, no person who meets the
conditions set forth in paragraph (2) shall be subject to registration
as a broker or dealer pursuant to section 15(a)(1) of this title,
solely because--
``(A) that person maintains a platform or mechanism that
permits the offer, sale, purchase, or negotiation of or with
respect to securities, or permits general solicitations,
general advertisements, or similar or related activities by
issuers of such securities, whether online, in person, or
through any other means;
``(B) that person or any person associated with that person
co-invests in such securities; or
``(C) that person or any person associated with that person
provides ancillary services with respect to such securities.
``(2) The exemption provided in paragraph (1) shall apply to any
person described in such paragraph if--
``(A) such person and each person associated with that person
receives no compensation in connection with the purchase or sale of
such security;
``(B) such person and each person associated with that person
does not have possession of customer funds or securities in
connection with the purchase or sale of such security; and
``(C) such person is not subject to a statutory
disqualification as defined in section 3(a)(39) of this title and
does not have any person associated with that person subject to
such a statutory disqualification.
``(3) For the purposes of this subsection, the term `ancillary
services' means--
``(A) the provision of due diligence services, in connection
with the offer, sale, purchase, or negotiation of such security, so
long as such services do not include, for separate compensation,
investment advice or recommendations to issuers or investors; and
``(B) the provision of standardized documents to the issuers
and investors, so long as such person or entity does not negotiate
the terms of the issuance for and on behalf of third parties and
issuers are not required to use the standardized documents as a
condition of using the service.''.

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TITLE II

-ACCESS TO CAPITAL FOR JOB CREATORS

This title may be cited as the ``Capital Raising Online While
Deterring Fraud and Unethical Non-Disclosure Act of 2012'' or the
``CROWDFUND Act''.

cdff45986c15db2baa43b256eb19ddabe03cf3843e1cbd6c8dca38c2cfd80636

TITLE III

-CROWDFUNDING

(a) Securities Act of 1933.--Section 4 of the Securities Act of
1933 (15 U.S.C. 77d) is amended by adding at the end the following:
``(6) transactions involving the offer or sale of securities by
an issuer (including all entities controlled by or under common
control with the issuer), provided that--
``(A) the aggregate amount sold to all investors by the
issuer, including any amount sold in reliance on the exemption
provided under this paragraph during the 12-month period
preceding the date of such transaction, is not more than
$1,000,000;
``(B) the aggregate amount sold to any investor by an
issuer, including any amount sold in reliance on the exemption
provided under this paragraph during the 12-month period
preceding the date of such transaction, does not exceed--
``(i) the greater of $2,000 or 5 percent of the annual
income or net worth of such investor, as applicable, if
either the annual income or the net worth of the investor
is less than $100,000; and
``(ii) 10 percent of the annual income or net worth of
such investor, as applicable, not to exceed a maximum
aggregate amount sold of $100,000, if either the annual
income or net worth of the investor is equal to or more
than $100,000;
``(C) the transaction is conducted through a broker or
funding portal that complies with the requirements of section
4A(a); and
``(D) the issuer complies with the requirements of section
4A(b).''.
(b) Requirements To Qualify for Crowdfunding Exemption.--The
Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended by inserting
after section 4 the following:
``SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN SMALL TRANSACTIONS.
``(a) Requirements on Intermediaries.--A person acting as an
intermediary in a transaction involving the offer or sale of securities
for the account of others pursuant to section 4(6) shall--
``(1) register with the Commission as--
``(A) a broker; or
``(B) a funding portal (as defined in section 3(a)(80) of
the Securities Exchange Act of 1934);
``(2) register with any applicable self-regulatory organization
(as defined in section 3(a)(26) of the Securities Exchange Act of
1934);
``(3) provide such disclosures, including disclosures related
to risks and other investor education materials, as the Commission
shall, by rule, determine appropriate;
``(4) ensure that each investor--
``(A) reviews investor-education information, in accordance
with standards established by the Commission, by rule;
``(B) positively affirms that the investor understands that
the investor is risking the loss of the entire investment, and
that the investor could bear such a loss; and
``(C) answers questions demonstrating--
``(i) an understanding of the level of risk generally
applicable to investments in startups, emerging businesses,
and small issuers;
``(ii) an understanding of the risk of illiquidity; and
``(iii) an understanding of such other matters as the
Commission determines appropriate, by rule;
``(5) take such measures to reduce the risk of fraud with
respect to such transactions, as established by the Commission, by
rule, including obtaining a background and securities enforcement
regulatory history check on each officer, director, and person
holding more than 20 percent of the outstanding equity of every
issuer whose securities are offered by such person;
``(6) not later than 21 days prior to the first day on which
securities are sold to any investor (or such other period as the
Commission may establish), make available to the Commission and to
potential investors any information provided by the issuer pursuant
to subsection (b);
``(7) ensure that all offering proceeds are only provided to
the issuer when the aggregate capital raised from all investors is
equal to or greater than a target offering amount, and allow all
investors to cancel their commitments to invest, as the Commission
shall, by rule, determine appropriate;
``(8) make such efforts as the Commission determines
appropriate, by rule, to ensure that no investor in a 12-month
period has purchased securities offered pursuant to section 4(6)
that, in the aggregate, from all issuers, exceed the investment
limits set forth in section 4(6)(B);
``(9) take such steps to protect the privacy of information
collected from investors as the Commission shall, by rule,
determine appropriate;
``(10) not compensate promoters, finders, or lead generators
for providing the broker or funding portal with the personal
identifying information of any potential investor;
``(11) prohibit its directors, officers, or partners (or any
person occupying a similar status or performing a similar function)
from having any financial interest in an issuer using its services;
and
``(12) meet such other requirements as the Commission may, by
rule, prescribe, for the protection of investors and in the public
interest.
``(b) Requirements for Issuers.--For purposes of section 4(6), an
issuer who offers or sells securities shall--
``(1) file with the Commission and provide to investors and the
relevant broker or funding portal, and make available to potential
investors--
``(A) the name, legal status, physical address, and website
address of the issuer;
``(B) the names of the directors and officers (and any
persons occupying a similar status or performing a similar
function), and each person holding more than 20 percent of the
shares of the issuer;
``(C) a description of the business of the issuer and the
anticipated business plan of the issuer;
``(D) a description of the financial condition of the
issuer, including, for offerings that, together with all other
offerings of the issuer under section 4(6) within the preceding
12-month period, have, in the aggregate, target offering
amounts of--
``(i) $100,000 or less--
``(I) the income tax returns filed by the issuer
for the most recently completed year (if any); and
``(II) financial statements of the issuer, which
shall be certified by the principal executive officer
of the issuer to be true and complete in all material
respects;
``(ii) more than $100,000, but not more than $500,000,
financial statements reviewed by a public accountant who is
independent of the issuer, using professional standards and
procedures for such review or standards and procedures
established by the Commission, by rule, for such purpose;
and
``(iii) more than $500,000 (or such other amount as the
Commission may establish, by rule), audited financial
statements;
``(E) a description of the stated purpose and intended use
of the proceeds of the offering sought by the issuer with
respect to the target offering amount;
``(F) the target offering amount, the deadline to reach the
target offering amount, and regular updates regarding the
progress of the issuer in meeting the target offering amount;
``(G) the price to the public of the securities or the
method for determining the price, provided that, prior to sale,
each investor shall be provided in writing the final price and
all required disclosures, with a reasonable opportunity to
rescind the commitment to purchase the securities;
``(H) a description of the ownership and capital structure
of the issuer, including--
``(i) terms of the securities of the issuer being
offered and each other class of security of the issuer,
including how such terms may be modified, and a summary of
the differences between such securities, including how the
rights of the securities being offered may be materially
limited, diluted, or qualified by the rights of any other
class of security of the issuer;
``(ii) a description of how the exercise of the rights
held by the principal shareholders of the issuer could
negatively impact the purchasers of the securities being
offered;
``(iii) the name and ownership level of each existing
shareholder who owns more than 20 percent of any class of
the securities of the issuer;
``(iv) how the securities being offered are being
valued, and examples of methods for how such securities may
be valued by the issuer in the future, including during
subsequent corporate actions; and
``(v) the risks to purchasers of the securities
relating to minority ownership in the issuer, the risks
associated with corporate actions, including additional
issuances of shares, a sale of the issuer or of assets of
the issuer, or transactions with related parties; and
``(I) such other information as the Commission may, by
rule, prescribe, for the protection of investors and in the
public interest;
``(2) not advertise the terms of the offering, except for
notices which direct investors to the funding portal or broker;
``(3) not compensate or commit to compensate, directly or
indirectly, any person to promote its offerings through
communication channels provided by a broker or funding portal,
without taking such steps as the Commission shall, by rule, require
to ensure that such person clearly discloses the receipt, past or
prospective, of such compensation, upon each instance of such
promotional communication;
``(4) not less than annually, file with the Commission and
provide to investors reports of the results of operations and
financial statements of the issuer, as the Commission shall, by
rule, determine appropriate, subject to such exceptions and
termination dates as the Commission may establish, by rule; and
``(5) comply with such other requirements as the Commission
may, by rule, prescribe, for the protection of investors and in the
public interest.
``(c) Liability for Material Misstatements and Omissions.--
``(1) Actions authorized.--
``(A) In general.--Subject to paragraph (2), a person who
purchases a security in a transaction exempted by the
provisions of section 4(6) may bring an action against an
issuer described in paragraph (2), either at law or in equity
in any court of competent jurisdiction, to recover the
consideration paid for such security with interest thereon,
less the amount of any income received thereon, upon the tender
of such security, or for damages if such person no longer owns
the security.
``(B) Liability.--An action brought under this paragraph
shall be subject to the provisions of section 12(b) and section
13, as if the liability were created under section 12(a)(2).
``(2) Applicability.--An issuer shall be liable in an action
under paragraph (1), if the issuer--
``(A) by the use of any means or instruments of
transportation or communication in interstate commerce or of
the mails, by any means of any written or oral communication,
in the offering or sale of a security in a transaction exempted
by the provisions of section 4(6), makes an untrue statement of
a material fact or omits to state a material fact required to
be stated or necessary in order to make the statements, in the
light of the circumstances under which they were made, not
misleading, provided that the purchaser did not know of such
untruth or omission; and
``(B) does not sustain the burden of proof that such issuer
did not know, and in the exercise of reasonable care could not
have known, of such untruth or omission.
``(3) Definition.--As used in this subsection, the term
`issuer' includes any person who is a director or partner of the
issuer, and the principal executive officer or officers, principal
financial officer, and controller or principal accounting officer
of the issuer (and any person occupying a similar status or
performing a similar function) that offers or sells a security in a
transaction exempted by the provisions of section 4(6), and any
person who offers or sells the security in such offering.
``(d) Information Available to States.--The Commission shall make,
or shall cause to be made by the relevant broker or funding portal, the
information described in subsection (b) and such other information as
the Commission, by rule, determines appropriate, available to the
securities commission (or any agency or office performing like
functions) of each State and territory of the United States and the
District of Columbia.
``(e) Restrictions on Sales.--Securities issued pursuant to a
transaction described in section 4(6)--
``(1) may not be transferred by the purchaser of such
securities during the 1-year period beginning on the date of
purchase, unless such securities are transferred--
``(A) to the issuer of the securities;
``(B) to an accredited investor;
``(C) as part of an offering registered with the
Commission; or
``(D) to a member of the family of the purchaser or the
equivalent, or in connection with the death or divorce of the
purchaser or other similar circumstance, in the discretion of
the Commission; and
``(2) shall be subject to such other limitations as the
Commission shall, by rule, establish.
``(f) Applicability.--Section 4(6) shall not apply to transactions
involving the offer or sale of securities by any issuer that--
``(1) is not organized under and subject to the laws of a State
or territory of the United States or the District of Columbia;
``(2) is subject to the requirement to file reports pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934;
``(3) is an investment company, as defined in section 3 of the
Investment Company Act of 1940, or is excluded from the definition
of investment company by section 3(b) or section 3(c) of that Act;
or
``(4) the Commission, by rule or regulation, determines
appropriate.
``(g) Rule of Construction.--Nothing in this section or section
4(6) shall be construed as preventing an issuer from raising capital
through methods not described under section 4(6).
``(h) Certain Calculations.--
``(1) Dollar amounts.--Dollar amounts in section 4(6) and
subsection (b) of this section shall be adjusted by the Commission
not less frequently than once every 5 years, 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.
``(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 accredited 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 functions) 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--
(A) an issuer shall not be eligible to offer securities
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 required by this
subsection shall--
(A) be substantially similar to the provisions of section
230.262 of title 17, Code of Federal Regulations (or any
successor thereto); and
(B) disqualify any offering or sale of securities by a
person that--
(i) is subject to a final order of a State securities
commission (or an agency or officer 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--
(aa) association with an entity regulated by
such commission, authority, agency, or officer;
(bb) engaging in the business of securities,
insurance, or banking; or
(cc) engaging in savings association or credit
union activities; or
(II) constitutes a final order based on a violation
of any law or regulation that prohibits fraudulent,
manipulative, 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 purchase or sale of any security or
involving the making of any false filing with the
Commission.

6c8eaa28bfa5fd19584316a82b8da9ace1a12b9d3efd9c48c939d0ecffbf0f52

(a) Exemption.--Section 12(g) of the Securities Exchange Act of
1934 (15 U.S.C. 78l(g)) is amended by adding at the end the following:
``(6) Exclusion for persons holding certain 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.

97cd9be6ff8f8e556c2cf3b84e3e2c48e2385c2ba088ffb0d12a00096d8f8298

(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 registered funding portal from
the requirement to register as a broker or dealer under section
15(a)(1), provided that such funding portal--
``(A) remains subject to the examination, enforcement, and
other rulemaking authority of the Commission;
``(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 membership.--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'
includes 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
association written specifically for registered funding portals.''.
(2) Rulemaking.--The Commission shall issue a rule to carry out
section 3(h) of the Securities Exchange 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 Exchange Act of
1934 (15 U.S.C. 78c(a)) is amended by adding at the end the following:
``(80) Funding portal.--The term `funding portal' means any
person acting as an intermediary in a transaction involving the
offer or sale of securities for the account of others, solely
pursuant to section 4(6) of the Securities Act of 1933 (15 U.S.C.
77d(6)), that does not--
``(A) offer investment advice or recommendations;
``(B) solicit purchases, sales, or offers to buy the
securities offered or displayed on its website or portal;
``(C) compensate employees, agents, or other persons for
such solicitation or based on the sale of securities displayed
or referenced on its website or portal;
``(D) hold, manage, possess, or otherwise handle investor
funds or securities; or
``(E) engage in such other activities as the Commission, by
rule, determines appropriate.''.

d4d16664f5bd44d7967c502d87b79a95983f1de356bc137779b9fe545b8642d0

(a) In General.--Section 18(b)(4) of the Securities Act of 1933 (15
U.S.C. 77r(b)(4)) is amended--
(1) by redesignating subparagraphs (C) and (D) as subparagraphs
(D) and (E), respectively; and
(2) by inserting after subparagraph (B) the following:
``(C) section 4(6);''.
(b) Clarification of the Preservation of State Enforcement
Authority.--
(1) In general.--The amendments made by subsection (a) relate
solely to State registration, documentation, and offering
requirements, as described under section 18(a) of Securities Act of
1933 (15 U.S.C. 77r(a)), and shall have no impact or limitation on
other State authority to take enforcement action with regard to an
issuer, funding portal, or any other person or entity using the
exemption from registration provided by section 4(6) of that Act.
(2) Clarification of state jurisdiction over unlawful conduct
of funding portals and issuers.--Section 18(c)(1) of the Securities
Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by striking ``with
respect to fraud or deceit, or unlawful conduct by a broker or
dealer, in connection with securities or securities transactions.''
and inserting the following: ``, in connection with securities or
securities transactions
``(A) with respect to--
``(i) fraud or deceit; or
``(ii) unlawful conduct by a broker or dealer; and
``(B) in connection to a transaction described under
section 4(6), with respect to--
``(i) fraud or deceit; or
``(ii) unlawful conduct by a broker, dealer, funding
portal, or issuer.''.
(c) Notice Filings Permitted.--Section 18(c)(2) of the Securities
Act of 1933 (15 U.S.C. 77r(c)(2)) is amended by adding at the end the
following:
``(F) Fees not permitted on crowdfunded securities.--
Notwithstanding subparagraphs (A), (B), and (C), no filing or
fee may be required with respect to any security that is a
covered security pursuant to subsection (b)(4)(B), or will be
such a covered security upon completion of the transaction,
except for the securities commission (or any agency or office
performing like functions) of the State of the principal place
of business of the issuer, or any State in which purchasers of
50 percent or greater of the aggregate amount of the issue are
residents, provided that for purposes of this subparagraph, the
term `State' includes the District of Columbia and the
territories of the United States.''.
(d) Funding Portals.--
(1) State exemptions and oversight.--Section 15(i) of the
Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) is amended--
(A) by redesignating paragraphs (2) and (3) as paragraphs
(3) and (4), respectively; and
(B) by inserting after paragraph (1) the following:
``(2) Funding portals.--
``(A) Limitation on state laws.--Except as provided in
subparagraph (B), no State or political subdivision thereof may
enforce any law, rule, regulation, or other administrative
action against a registered funding portal with respect to its
business as such.
``(B) Examination and enforcement authority.--Subparagraph
(A) does not apply with respect to the examination and
enforcement of any law, rule, regulation, or administrative
action of a State or political subdivision thereof in which the
principal place of business of a registered funding portal is
located, provided that such law, rule, regulation, or
administrative action is not in addition to or different from
the requirements for registered funding portals established by
the Commission.
``(C) Definition.--For purposes of this paragraph, the term
`State' includes the District of Columbia and the territories
of the United States.''.
(2) State fraud authority.--Section 18(c)(1) of the Securities
Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by striking ``or
dealer'' and inserting ``, dealer, or funding portal''.

73eb6aa00712dce617a9a5c67aa71e0de027db1010dee3a682b198e9aeefebfd

(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 (as amended by section 303) (15
U.S.C. 77r(b)(4)) is further amended by inserting after subparagraph
(C) (as added by such section) 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)''.

a26da7edf0c90b0d1b0dc339785909bbf6de82f3877fcaca076c17f84cf0a15b

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.

eba321f2b000fe63e0f2c532d6243e99bf486cd795614de2aaa2e8b96ae441ef

Section 12(g)(1)(A) of the Securities Exchange Act of 1934 (15
U.S.C. 78l(g)(1)(A)) is amended to read as follows:
``(A) within 120 days after the last day of its first fiscal
year ended on which the issuer has total assets exceeding
$10,000,000 and a class of equity security (other than an exempted
security) held of record by either--
``(i) 2,000 persons, or
``(ii) 500 persons who are not accredited investors (as such
term is defined by the Commission), and''.

b5c40636a9e88909c744d07bd62f291c9f51fa48e2b4b072a110ead22b5a692e

TITLE V

-PRIVATE COMPANY FLEXIBILITY AND GROWTH

Section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C.
78l(g)(5)), as amended by section 302, is amended in subparagraph (A)
by adding at the end the following: ``For purposes of determining
whether an issuer is required to register a security with the
Commission pursuant to paragraph (1), the definition of `held of
record' shall not include securities held by persons who received the
securities pursuant to an employee compensation plan in transactions
exempted from the registration requirements of section 5 of the
Securities Act of 1933.''.

3be8df27801118f39e5d1e5273cfdfcbdfc9f62ced8dc85ecf9700f609da8951

The Securities and Exchange Commission shall revise the definition
of ``held of record'' pursuant to section 12(g)(5) of the Securities
Exchange Act of 1934 (15 U.S.C. 78l(g)(5)) to implement the amendment
made by section 502. The Commission shall also adopt safe harbor
provisions that issuers can follow when determining whether holders of
their securities received the securities pursuant to an employee
compensation plan in transactions that were exempt from the
registration requirements of section 5 of the Securities Act of 1933.

0bdd1de025143d11ebbad2461dda376f424d6d2b82978bfc6095ef16f4aca75c

12G5-1.
The Securities and Exchange Commission shall examine its authority
to enforce Rule 12g5-1 to determine if new enforcement tools are needed
to enforce the anti-evasion provision contained in subsection (b)(3) of
the rule, and shall, not later than 120 days after the date of
enactment of this Act transmit its recommendations to Congress.

c9511288ec090eeadea3dc0d01f5bdc9ea458135bfc536b0fa323d9cfefb196d

(a) Amendments to Section 12 of the Securities Exchange Act of
1934.--Section 12(g) of the Securities Exchange Act of 1934 (15 U.S.C.
78l(g)) is further amended--
(1) in paragraph (1), by amending subparagraph (B) to read as
follows:
``(B) in the case of an issuer that is a bank or a bank holding
company, as such term is defined in section 2 of the Bank Holding
Company Act of 1956 (12 U.S.C. 1841), not later than 120 days after
the last day of its first fiscal year ended after the effective
date of this subsection, on which the issuer has total assets
exceeding $10,000,000 and a class of equity security (other than an
exempted security) held of record by 2,000 or more persons,''; and
(2) in paragraph (4), by striking ``three hundred'' and
inserting ``300 persons, or, in the case of a bank or a bank
holding company, as such term is defined in section 2 of the Bank
Holding Company Act of 1956 (12 U.S.C. 1841), 1,200 persons''.
(b) Amendments to Section 15 of the Securities Exchange Act of
1934.--Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78o(d)) is amended, in the third sentence, by striking ``three
hundred'' and inserting ``300 persons, or, in the case of bank or a
bank holding company, as such term is defined in section 2 of the Bank
Holding Company Act of 1956 (12 U.S.C. 1841), 1,200 persons''.

24eb1700ed340c75c90c616fa3a6ef3f69fcc0a683eeff944cc9d7ccc6591d28

TITLE VI

-CAPITAL EXPANSION

Not later than 1 year after the date of enactment of this Act, the
Securities and Exchange Commission shall issue final regulations to
implement this title and the amendments made by this title.

3fc26b0dc9d71f9b9e67eb7dcf5402d43ce7993603757444431a3bd2f044a99b

The Securities and Exchange Commission shall provide online
information and conduct outreach to inform small and medium sized
businesses, women owned businesses, veteran owned businesses, and
minority owned businesses of the changes made by this Act.
Speaker of the House of Representatives.
Vice President of the United States and
President of the Senate.

c76ff7d92cffd64c2778515280ae56e054b0e99ca346476df06811a621463778

Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012 — HR. 3606

Other Sections