H.R. 2603 — To require the Securities and Exchange Commission to revise certain thresholds related to smaller reporting companies, accelerated filers, and large accelerated filers, and for other purposes.

This bill requires the Securities and Exchange Commission (SEC) to increase threshold amounts that qualify companies as smaller reporting companies, accelerated filers, and large accelerated filers for purposes of SEC reporting requirements. The bill (1) increases the revenue and public float amounts under which a company qualifies as a smaller reporting company, (2) changes threshold requirements for smaller reporting companies from annual revenues to three-year rolling average revenues, (3) increases the aggregate worldwide market value of equity for a company to qualify as a large accelerated filer, (4) increases the market values below which a company exits accelerated filer or large accelerated filer status, and (5) excludes smaller reporting companies from status as accelerated filers or large accelerated filers.

[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2603 Introduced in House (IH)]

<DOC>






118th CONGRESS
  1st Session
                                H. R. 2603

  To require the Securities and Exchange Commission to revise certain 
thresholds related to smaller reporting companies, accelerated filers, 
         and large accelerated filers, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             April 13, 2023

 Mr. Luetkemeyer introduced the following bill; which was referred to 
                  the Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
  To require the Securities and Exchange Commission to revise certain 
thresholds related to smaller reporting companies, accelerated filers, 
         and large accelerated filers, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SMALLER REPORTING COMPANY, ACCELERATED FILER, AND LARGE 
              ACCELERATED FILER THRESHOLDS.

    (a) Smaller Reporting Companies.--
            (1) In general.--The Securities and Exchange Commission 
        shall revise the definition of a ``smaller reporting company'' 
        under section 229.10(f)(1) of title 17, Code of Federal 
        Regulations--
                    (A) in paragraph (i), by adjusting the public float 
                threshold from $250,000,000 to $500,000,000; and
                    (B) in paragraph (ii)--
                            (i) by adjusting the annual revenue 
                        threshold from $100,000,000 to $250,000,000; 
                        and
                            (ii) in paragraph (B), by adjusting the 
                        public float threshold from $700,000,000 to 
                        $900,000,000.
            (2) Use of three-year rolling average revenues.--The 
        Securities and Exchange Commission shall revise paragraphs 
        (1)(ii) and (2)(iii)(B) under the definition of ``smaller 
        reporting company'' under section 229.10(f)(1) of title 17, 
        Code of Federal Regulations, by substituting ``three-year 
        rolling average revenues'' for ``annual revenues''.
            (3) Conforming changes.--The Securities and Exchange 
        Commission shall revise the definition of a ``smaller reporting 
        company'' under sections 230.405 and 240.12b-2 of title 17, 
        Code of Federal Regulations, and any other rule of the 
        Commission in the same manner as such definition is revised 
        under paragraphs (1) and (2).
    (b) Accelerated Filers and Large Accelerated Filers.--
            (1) Large accelerated filer.--The Securities and Exchange 
        Commission shall revise the definition of a ``large accelerated 
        filer'' under section 240.12b-2(2) of title 17, Code of Federal 
        Regulations, to increase the threshold amount (for the 
        aggregate worldwide market value of the voting and non-voting 
        common equity held by non-affiliates of an issuer) from 
        $700,000,000 to $750,000,000.
            (2) Threshold to exit accelerated filer status.--The 
        Securities and Exchange Commission shall revise section 
        240.12b-2(3)(ii) of title 17, Code of Federal Regulations, to 
        increase the threshold amount (for the aggregate worldwide 
        market value of the voting and non-voting common equity held by 
        non-affiliates of an issuer) at which an issuer is no longer an 
        accelerated filer from $60,000,000 to $75,000,000.
            (3) Threshold to exit large accelerated filer status.--The 
        Securities and Exchange Commission shall revise section 
        240.12b-2(3)(iii) of title 17, Code of Federal Regulations, to 
        increase the threshold amount (for the aggregate worldwide 
        market value of the voting and non-voting common equity held by 
        non-affiliates of an issuer) at which an issuer is no longer a 
        large accelerated filer from $560,000,000 to $750,000,000.
            (4) Exclusion of smaller reporting companies.--The 
        Securities and Exchange Commission shall revise the definitions 
        of an ``accelerated filer'' and a ``large accelerated filer'' 
        under paragraphs (1) and (2) of section 240.12b-2 of title 17, 
        Code of Federal Regulations, respectively, to exclude any 
        issuer that is a smaller reporting company, as defined under 
        section 229.10(f)(1) of title 17, Code of Federal Regulations.
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To require the Securities and Exchange Commission to revise certain thresholds related to smaller reporting companies, accelerated filers, and large accelerated filers, and for other purposes.

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