Bill > HR8998

This bill, the Unlocking Capital for Small Businesses Act of 2022, aims to create a safe harbor for private placement brokers and finders to facilitate capital-raising activities for small businesses. The key provisions include: 1. Requiring the SEC to promulgate regulations for private placement brokers that are no more stringent than those imposed on funding portals, and to require national securities associations to allow private placement brokers to become members with reduced membership requirements. 2. Defining a "private placement broker" as a person who receives transaction-based compensation for introducing issuers and buyers in connection with the sale of a business or the placement of securities in exempt transactions, and who does not handle funds/securities or engage in activities requiring investment adviser registration. 3. Exempting "finders" (who receive limited transaction-based compensation) from broker-dealer registration requirements and membership in national securities associations. 4. Providing legal validity for contracts involving unregistered private placement brokers and finders, as long as the issuer received a self-certification from the broker/finder and did not know or have a reasonable basis to believe the certification was false. 5. Excluding private placement brokers from certain definitions of "broker" under federal law. 6. Prohibiting states from imposing greater requirements on private placement brokers and finders than those established by the federal safe harbors.