[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2797 Referred in Senate (RFS)]

<DOC>
118th CONGRESS
  1st Session
                                H. R. 2797


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                              June 1, 2023

Received; read twice and referred to the Committee on Banking, Housing, 
                           and Urban Affairs

_______________________________________________________________________

                                 AN ACT


 
     To amend the Securities Act of 1933 to require certification 
     examinations for accredited investors, and for other purposes.

    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 ``Equal Opportunity for All Investors 
Act of 2023''.

SEC. 2. CERTIFICATION EXAMINATIONS FOR ACCREDITED INVESTORS.

    (a) In General.--The Securities and Exchange Commission shall 
revise the definition of ``accredited investor'' under Regulation D 
(section 230.501 of title 15, Code of Federal Regulations) to include 
any natural person who is certified through the examination required 
under subsection (b).
    (b) Establishment of Examination.--Not later than 1 year after the 
date of the enactment of this Act, the Securities and Exchange 
Commission shall establish an examination (including a test, 
certification, or examination program)--
            (1) to certify an individual as an accredited investor; and
            (2) that--
                    (A) is designed with an appropriate level of 
                difficulty such that an individual with financial 
                sophistication would be unlikely to fail; and
                    (B) includes methods to determine whether an 
                individual seeking to be certified as an accredited 
                investor demonstrates competency with respect to--
                            (i) the different types of securities;
                            (ii) the disclosure requirements under the 
                        securities laws applicable to issuers and 
                        private companies as compared to public 
                        companies;
                            (iii) corporate governance;
                            (iv) financial statements and the 
                        components of such statements;
                            (v) aspects of unregistered securities, 
                        securities issued by private companies, and 
                        investments into private funds, including risks 
                        associated with--
                                    (I) limited liquidity;
                                    (II) limited disclosures;
                                    (III) variance in valuation 
                                methods;
                                    (IV) information asymmetry;
                                    (V) leverage risks;
                                    (VI) concentration risk; and
                                    (VII) longer investment horizons;
                            (vi) potential conflicts of interest, when 
                        the interests of the financial professionals 
                        and their clients are misaligned or when their 
                        professional responsibilities are compromised 
                        by financial motivations; and
                            (vii) other criteria the Commission 
                        determines necessary or appropriate in the 
                        public interest or for the protection of 
                        investors.
    (c) Administration.--Beginning not later than 180 days after the 
date the examination is established under subsection (b), such 
examination shall be administered and offered free of charge to the 
public by a registered national securities association under section 
15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3).

            Passed the House of Representatives May 31, 2023.

            Attest:

                                             CHERYL L. JOHNSON,

                                                                 Clerk.