Small Entrepreneurs' Empowerment and Development Act of 2023 or the SEED Act of 2023
This bill establishes an exemption to certain securities regulations for small offerings of securities. Specifically, securities registration is not required for a sale of securities if the total amount of securities sold by the issuer during the preceding 12-month period sale does not exceed $250,000.
Furthermore, the Securities and Exchange Commission must issue rules under which an issuer is disqualified from offering securities through this exemption. These rules must disqualify any such offering or sale of securities by a person subject to specified regulatory disciplinary actions or convicted of certain felonies or misdemeanors.
[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2609 Introduced in House (IH)]
<DOC>
118th CONGRESS
1st Session
H. R. 2609
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.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
April 13, 2023
Mr. McHenry introduced the following bill; which was referred to the
Committee on Financial Services
_______________________________________________________________________
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.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Small Entrepreneurs' Empowerment and
Development Act of 2023'' or the ``SEED Act of 2023''.
SEC. 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.--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 $250,000.''.
(b) Disqualification.--
(1) In general.--Not later than 270 days after the date of
enactment of this Act, the Securities and Exchange Commission
shall, by rule, establish disqualification provisions under
which an issuer shall not be eligible to offer securities
pursuant to section 4(a)(8) of the Securities Act of 1933, as
added by this section.
(2) Inclusions.--Disqualification provisions required by
this subsection shall--
(A) be substantially similar to the provisions of
section 230.506(d) 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
covered regulator that--
(I) bars the person from--
(aa) association with an
entity regulated by the covered
regulator;
(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, if
such final order was issued within the
previous 10-year period; 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.
(3) Covered regulator defined.--In this subsection, the
term ``covered regulator'' means--
(A) a State securities commission (or an agency or
officer of a State performing like functions);
(B) a State authority that supervises or examines
banks, savings associations, or credit unions;
(C) a State insurance commission (or an agency or
officer of a State performing like functions);
(D) a Federal banking agency (as defined under
section 3 of the Federal Deposit Insurance Act); and
(E) the National Credit Union Administration.
(c) 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).''.
<all>
Introduced in House
Introduced in House
Referred to the House Committee on Financial Services.
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