[Congressional Bills 114th Congress]
[From the U.S. Government Publishing Office]
[S. 3453 Introduced in Senate (IS)]

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114th CONGRESS
  2d Session
                                S. 3453

   To amend provisions in the securities laws relating to regulation 
 crowdfunding to raise the dollar amount limit and to clarify certain 
  requirements and exclusions for funding portals established by such 
                                  Act.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                           September 28, 2016

  Mr. Daines introduced the following bill; which was read twice and 
    referred to the Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
   To amend provisions in the securities laws relating to regulation 
 crowdfunding to raise the dollar amount limit and to clarify certain 
  requirements and exclusions for funding portals established by such 
                                  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 ``Crowdfunding Enhancement Act''.

SEC. 2. CROWDFUNDING VEHICLES.

    (a) Amendments to the Securities Act of 1933.--The Securities Act 
of 1933 (15 U.S.C. 77a et seq.) is amended--
            (1) in section 4A(f)(3), by inserting ``by any of 
        paragraphs (1) through (14) of'' before ``section 3(c)''; and
            (2) in section 4(a)(6)(B), by inserting after ``any 
        investor'' the following: ``, other than a crowdfunding vehicle 
        (as defined in section 2(a) of the Investment Company Act of 
        1940),''.
    (b) Amendments to the Investment Company Act of 1940.--The 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) is amended--
            (1) in section 2(a), by adding at the end the following:
            ``(55) The term `crowdfunding vehicle' means a company--
                    ``(A) whose purpose (as set forth in its 
                organizational documents) is limited to acquiring, 
                holding, and disposing securities issued by a single 
                company in one or more transactions and made pursuant 
                to section 4(a)(6) of the Securities Act of 1933;
                    ``(B) which issues only one class of securities;
                    ``(C) which receives no compensation in connection 
                with such acquisition, holding, or disposition of 
                securities;
                    ``(D) no associated person of which receives any 
                compensation in connection with such acquisition, 
                holding or disposition of securities unless such person 
                is acting as or on behalf of an investment adviser 
                registered under the Investment Advisers Act of 1940 or 
                registered as an investment adviser in the State in 
                which the investment adviser maintains its principal 
                office and place of business;
                    ``(E) the securities of which have been issued in a 
                transaction made pursuant to section 4(a)(6) of the 
                Securities Act of 1933, where both the crowdfunding 
                vehicle and the company whose securities it holds are 
                co-issuers;
                    ``(F) which is current in its ongoing disclosure 
                obligations under Rule 202 of Regulation Crowdfunding 
                (17 C.F.R. 227.202);
                    ``(G) the company whose securities it holds is 
                current in its ongoing disclosure obligations under 
                Rule 202 of Regulation Crowdfunding (17 C.F.R. 
                227.202); and
                    ``(H) is advised by an investment adviser 
                registered under the Investment Advisers Act of 1940 or 
                registered as an investment adviser in the State in 
                which the investment adviser maintains its principal 
                office and place of business.''; and
            (2) in section 3(c), by adding at the end the following:
            ``(15) Any crowdfunding vehicle.''.

SEC. 3. CROWDFUNDING EXEMPTION FROM REGISTRATION.

    Section 12(g)(6) of the Securities Exchange Act of 1934 (15 U.S.C. 
78l(g)(6)) is amended--
            (1) by striking ``The Commission'' and inserting the 
        following:
                    ``(A) In general.--The Commission'';
            (2) by striking ``section 4(6)'' and inserting ``section 
        4(a)(6)''; and
            (3) by adding at the end the following:
                    ``(B) Treatment of securities issued by certain 
                issuers.--An exemption under subparagraph (A) shall be 
                unconditional for securities offered by an issuer that 
                had a public float of less than $75,000,000 as of the 
                last business day of the issuer's most recently 
                completed semiannual period, computed by multiplying 
                the aggregate worldwide number of shares of the 
                issuer's common equity securities held by non-
                affiliates by the price at which such securities were 
                last sold (or the average bid and asked prices of such 
                securities) in the principal market for such securities 
                or, in the event the result of such public float 
                calculation is zero, had annual revenues of less than 
                $50,000,000 as of the issuer's most recently completed 
                fiscal year.''.
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