Equal Opportunity for All Investors Act of 2025

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3339 Introduced in House (IH)]

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119th CONGRESS
  1st Session
                                H. R. 3339

To require certification examinations for accredited investors, and for 
                            other purposes.


_______________________________________________________________________


                    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.

    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 ``Equal Opportunity for All Investors 
Act of 2025''.

SEC. 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.
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