[Congressional Bills 112th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2167 Introduced in House (IH)]

112th CONGRESS
  1st Session
                                H. R. 2167

 To amend the Securities Exchange Act of 1934 to change the threshold 
    number of shareholders for required registration under that Act.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             June 14, 2011

 Mr. Schweikert (for himself, Mr. Himes, Mr. Canseco, Mr. Quigley, Mr. 
   Jones, Mr. Perlmutter, Mrs. Biggert, and Mr. Issa) introduced the 
   following bill; which was referred to the Committee on Financial 
                                Services

_______________________________________________________________________

                                 A BILL


 
 To amend the Securities Exchange Act of 1934 to change the threshold 
    number of shareholders for required registration under that Act.

    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 ``Private Company Flexibility and 
Growth Act''.

SEC. 2. THRESHOLD FOR REGISTRATION.

    Section 12(g)(1)(B) of the Securities Exchange Act of 1934 (15 
U.S.C. 78l(g)(1)(B)) is amended by striking ``shall--'' and all that 
follows through ``register'' and insert ``shall, within 120 days after 
the last day of its first fiscal year ended on which the issuer has 
total assets exceeding $10,000,000 and a class of equity security 
(other than an exempted security) held of record by 1,000 persons, 
register''.

SEC. 3. ACCREDITED INVESTORS AND EMPLOYEES.

    Section 12(g)(5) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(5)) is amended by adding at the end the following: ``For 
purposes of determining whether an issuer is required to register a 
security with the Commission pursuant to paragraph (1), the definition 
of `held of record' shall not include securities held by persons who 
qualify as accredited investors (as that term is defined by the 
Commission) or securities that are held by persons who received the 
securities pursuant to an employee compensation plan in transactions 
exempted from the registration requirements of section 5 of the 
Securities Act of 1933.''.

SEC. 4. COMMISSION RULEMAKING.

    The Securities and Exchange Commission shall revise the definition 
of ``held of record'' pursuant to section 12(g)(5) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78l(g)(5)) to implement the amendment 
made by section 2. The Commission shall also adopt safe harbor 
provisions that issuers can follow when determining whether holders of 
their securities are accredited investors or that holders of their 
securities received the securities pursuant to an employee compensation 
plan in transactions that were exempt from the registration 
requirements of section 5 of the Securities Act of 1933.
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