119 HR 2365 IH: Securities Clarity Act of 2025 U.S. House of Representatives 2025-03-26 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.

I119th CONGRESS1st SessionH. R. 2365IN THE HOUSE OF REPRESENTATIVESMarch 26, 2025Mr. Emmer (for himself and Mr. Soto) introduced the following bill; which was referred to the Committee on Financial ServicesA BILLTo amend the securities laws to exclude investment contract assets from the definition of a security.

1.

Short title

This Act may be referred to as the Securities Clarity Act of 2025.

2.

Treatment of investment contract assets

(a)

Securities Act of 1933

Section 2(a) of the Securities Act of 1933 (15 U.S.C. 77b(a)) is amended—(1)in paragraph (1), by adding at the end the following: The term security does not include an investment contract asset.; and(2)by adding at the end the following:(20)The term investment contract asset means a fungible digital representation of value—(A)that can be exclusively possessed and transferred, person to person, without necessary reliance on an intermediary, and is recorded on a cryptographically secured public distributed ledger;(B)sold or otherwise transferred, or intended to be sold or otherwise transferred, pursuant to an investment contract; and(C)that is not otherwise a security pursuant to the first sentence of paragraph (1)..(b)

Investment Advisers Act of 1940

Section 202(a)(18) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(18)) is amended by adding at the end the following: The term security does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933)..(c)

Investment Company Act of 1940

Section 2(a)(36) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)(36)) is amended by adding at the end the following: The term security does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933)..(d)

Securities Exchange Act of 1934

Section 3(a)(10) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(10)) is amended by adding at the end the following: The term security does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933)..(e)

Securities Investor Protection Act of 1970

Section 16(14) of the Securities Investor Protection Act of 1970 (15 U.S.C. 78lll(14)) is amended by adding at the end the following: The term security does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933)..