Fair Investment Opportunities for Professional Experts Act
This bill expands the eligibility criteria for an accredited investor for purposes of participating in private offerings of securities to include an individual determined by the Securities and Exchange Commission (SEC) to have qualifying professional knowledge through educational or professional experience. (Certain unregistered securities may only be offered to accredited investors.)
The bill also provides statutory authority for certain existing criteria for an accredited investor, including licensure or registration in good standing as a broker or investment adviser, specified annual salary, and specified net worth.
Further, the SEC is directed to revise the definition of accredited investor in Regulation D (which exempts certain offerings from SEC registration requirements) to conform to changes in this bill.
[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3394 Introduced in House (IH)]
<DOC>
119th CONGRESS
1st Session
H. R. 3394
To amend the Securities Act of 1933 to codify certain qualifications of
individuals as accredited investors for purposes of the securities
laws.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
May 14, 2025
Mr. Hill of Arkansas (for himself and Mr. Vargas) introduced the
following bill; which was referred to the Committee on Financial
Services
_______________________________________________________________________
A BILL
To amend the Securities Act of 1933 to codify certain qualifications of
individuals as accredited investors for purposes of the securities
laws.
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 ``Fair Investment Opportunities for
Professional Experts Act''.
SEC. 2. DEFINITION OF ACCREDITED INVESTOR.
(a) In General.--Section 2(a)(15) of the Securities Act of 1933 (15
U.S.C. 77b(a)(15)) is amended--
(1) by redesignating subparagraphs (i) and (ii) as
subparagraphs (A) and (F), respectively; and
(2) in subparagraph (A) (as so redesignated), by striking
``; or'' and inserting a semicolon, and inserting after such
subparagraph the following:
``(B) with respect to a proposed sale of a
security, any natural person whose individual net
worth, or joint net worth with that person's spouse or
spousal equivalent, at the time of such sale, exceeds
$1,000,000 (which amount, along with the amounts set
forth in subparagraph (C), shall be adjusted for
inflation by the Commission every 5 years to the
nearest $10,000 to reflect the change in the Consumer
Price Index for All Urban Consumers published by the
Bureau of Labor Statistics) where, for purposes of
calculating net worth under this subparagraph--
``(i) the person's primary residence shall
not be included as an asset;
``(ii) indebtedness that is secured by the
person's primary residence, up to the estimated
fair market value of the primary residence at
the time of such sale, shall not be included as
a liability (except that if the amount of such
indebtedness outstanding at the time of such
sale exceeds the amount outstanding 60 days
before such time, other than as a result of the
acquisition of the primary residence, the
amount of such excess shall be included as a
liability); and
``(iii) indebtedness that is secured by the
person's primary residence in excess of the
estimated fair market value of the primary
residence at the time of such sale shall be
included as a liability;
``(C) any natural person who had an individual
income in excess of $200,000 in each of the 2 most
recent years or joint income with that person's spouse
or spousal equivalent in excess of $300,000 in each of
those years and has a reasonable expectation of
reaching the same income level in the current year;
``(D) any natural person who is--
``(i) currently licensed or registered as a
broker or investment adviser by the Commission,
a self-regulatory organization (as defined in
section 3(a)(26) of the Securities Exchange Act
of 1934), or the securities division of a
State, the District of Columbia, or a territory
of the United States or the equivalent division
responsible for licensing or registration of
individuals in connection with securities
activities; and
``(ii) in good standing with respect to
such licence or registration;
``(E) any natural person the Commission determines,
by regulation, to have demonstrable education or job
experience to qualify such person as having
professional knowledge of a subject related to a
particular investment, and whose education or job
experience is verified by a self-regulatory
organization (as defined in section 3(a)(26) of the
Securities Exchange Act of 1934); or''.
(b) Rulemaking.--Not later than 180 days after the date of
enactment of this Act, the Securities and Exchange Commission shall
revise the definition of accredited investor under Regulation D (17 CFR
230.500 et seq.) to conform with the amendments made by subsection (a).
<all>
Introduced in House
Introduced in House
Referred to the House Committee on Financial Services.
Committee Consideration and Mark-up Session Held
Ordered to be Reported (Amended) by the Yeas and Nays: 45 - 1.
Reported (Amended) by the Committee on Financial Services. H. Rept. 119-115.
Reported (Amended) by the Committee on Financial Services. H. Rept. 119-115.
Placed on the Union Calendar, Calendar No. 85.
Mrs. Wagner moved to suspend the rules and pass the bill, as amended.
Considered under suspension of the rules. (consideration: CR H2869-2871)
DEBATE - The House proceeded with forty minutes of debate on H.R. 3394.
At the conclusion of debate, the Yeas and Nays were demanded and ordered. Pursuant to the provisions of clause 8, rule XX, the Chair announced that further proceedings on the motion would be postponed.
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Considered as unfinished business. (consideration: CR H2878-2879)
Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 397 - 12 (Roll no. 173). (text: CR H2869-2870)
Roll Call #173 (House)On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 397 - 12 (Roll no. 173). (text: CR H2869-2870)
Roll Call #173 (House)Motion to reconsider laid on the table Agreed to without objection.
Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.