II 112th CONGRESS 1st Session S. 1962 IN THE SENATE OF THE UNITED STATES December 7, 2011 Mr. DeMint (for himself and Mr. Barrasso) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs A BILL To make the internal control reporting and assessment requirements of the Sarbanes-Oxley Act of 2002 optional for certain smaller companies.

1.

Short title

This Act may be cited as the Startup Expansion and Investment Act.

2.

Exemption from the internal control reporting and assessment requirements

Section 404 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262) is amended by striking subsection (c) and inserting the following: (c)

Exemption

The Commission’s rules under subsection (a) shall permit an issuer to elect not to provide the assessment described in subsection (a)(2) and the attestation thereof described in subsection (b) if the issuer— (1)has a total market capitalization for the relevant reporting period of less than $1,000,000,000; and (2)is not subject to the annual reporting requirement under section 13(a) or 15(d) of the Securities Exchange Act of 1934. (d)

Disclosure

An issuer that, pursuant to subsection (c), elects not to provide the assessment described in subsection (a)(2) and the attestation described in subsection (b), shall disclose that decision in the next report required under section 13(a) or 15(d) of the Securities Exchange Act of 1934. .