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US HR6380

US HR6380
Crowdfunding Amendments Act


summary

Introduced
07/16/2018
In Committee
07/16/2018
Crossed Over
Passed
Dead
12/31/2018

Introduced Session

115th Congress

Bill Summary

Crowdfunding Amendments Act This bill amends the Securities Act of 1933 to allow a crowdfunding issuer to sell shares through a crowdfunding vehicle. (Crowdfunding is a method of capital formation in which groups of people pool money to invest in a company or to support an effort to accomplish a specific goal.) A "crowdfunding vehicle" is defined as a company that: has purposes limited to acquiring, holding, and disposing only one class of crowdfunding securities issued by a single company; receives no compensation for doing so; and meets other specified requirements, including those related to reporting obligations and the use of investment advisers. The bill amends the Investment Advisers Act of 1940 to provide for the registration of crowdfunding vehicle advisers. The bill amends the Securities Exchange Act of 1934 to revise the conditions upon which the Securities and Exchange Commission (SEC) shall exempt securities issued in crowdfunding transactions from registration requirements. Under current law, holders of crowdfunded shares do not count toward the shareholder threshold beyond which an issuer is required to register its securities with the SEC, provided that the issuer: (1) is current in its annual reporting obligations, (2) retains the services of a registered transfer agent, and (3) has less than $25 million in assets. The bill maintains this exemption but alters the conditions upon which it applies. Specifically, holders of crowdfunded shares shall not count toward the shareholder threshold if the issuer has: (1) a public float of less than $75 million, or (2) a public float of $0 and annual revenues of less than $50 million.

AI Summary

This bill, the Crowdfunding Amendments Act, makes several key changes to the existing securities laws: 1. It amends the Securities Act of 1933 to define a "crowdfunding vehicle" as a company that acquires and holds securities issued through crowdfunding transactions, with specific requirements around its purpose, securities, compensation, and reporting. 2. It amends the Investment Advisers Act of 1940 to provide for the registration of "crowdfunding vehicle advisers" - investment advisers that solely advise crowdfunding vehicles. 3. It amends the Securities Exchange Act of 1934 to revise the conditions under which holders of crowdfunded securities do not count towards the shareholder threshold that would require an issuer to register its securities with the Securities and Exchange Commission (SEC). Specifically, the exemption applies if the issuer has a public float of less than $75 million or, if the public float is $0, annual revenues of less than $50 million. The overall goal of this bill is to facilitate capital formation through crowdfunding while subjecting crowdfunding vehicles and their advisers to appropriate oversight and regulation.

Committee Categories

Business and Industry

Sponsors (2)

Last Action

Referred to the House Committee on Financial Services. (on 07/16/2018)

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