[Federal Register Volume 90, Number 111 (Wednesday, June 11, 2025)]
[Notices]
[Pages 24682-24683]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-10522]
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SECURITIES AND EXCHANGE COMMISSION
[OMB Control No. 3235-0726]
Submission for OMB Review; Comment Request; Extension: Rules 300-
304 of Regulation Crowdfunding (Intermediaries)
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736
Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') has submitted to the Office of Management
and Budget (``OMB'') a request for approval of extension of the
previously approved collection of information provided for in Rules
300-304 of Regulation Crowdfunding.\1\
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\1\ See Regulation Crowdfunding, Exchange Act Release No. 76324
(Oct. 30, 2015), 80 FR 71387 (Nov. 16, 2015) (Final Rule)
(``Regulation Crowdfunding'').
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Rules 300-304 of Regulation Crowdfunding enumerate the requirements
with which intermediaries must comply to participate in the offer and
sale of securities in reliance on Section 4(a)(6) of the Securities Act
of 1933 (``Section 4(a)(6)''). Rule 300 requires an intermediary to be
registered with the Commission as a broker or as a funding portal and
be a member of a registered national securities association.\2\
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\2\ Currently, FINRA is the only registered national securities
association.
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Rule 301 requires intermediaries to have a reasonable basis for
believing that an issuer seeking to offer and sell securities in
reliance on Section 4(a)(6) through the intermediary's platform
complies with the requirements in Section 4A(b) of the Securities Act
and the related requirements in Regulation Crowdfunding. Rule 302
provides that no intermediary or associated person of an intermediary
may accept an investment commitment in a transaction involving the
offer or sale of securities
[[Page 24683]]
made in reliance on Section 4(a)(6) until the investor has opened an
account with the intermediary and the intermediary has obtained from
the investor consent to electronic delivery of materials. Rule 303
requires an intermediary to make publicly available on its platform the
information that an issuer of crowdfunding securities is required to
provide to potential investors, in a manner that reasonably permits a
person accessing the platform to save, download, or otherwise store the
information, for a minimum of 21 days before any securities are sold in
the offering, during which time the intermediary may accept investment
commitments. Rule 303 also requires intermediaries to comply with the
requirements related to the maintenance and transmission of funds. An
intermediary that is a registered broker is required to comply with the
requirements of Rule 15c2-4 of the Securities Exchange Act of 1934
(``Exchange Act'') (Transmission or Maintenance of Payments Received in
Connection with Underwritings).\3\ An intermediary that is a registered
funding portal must direct investors to transmit the money or other
consideration directly to a qualified third party that has agreed in
writing to hold the funds for the benefit of, and to promptly transmit
or return the funds to, the persons entitled thereto in accordance with
Regulation Crowdfunding.
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\3\ 17 CFR 240.15c2-4.
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The rules also require intermediaries to implement and maintain
systems to comply with the information disclosure, communication
channels, and investor notification requirements. These requirements
include providing disclosure about compensation at account opening
(Rule 302), obtaining investor acknowledgements to confirm investor
qualifications and review of educational materials (Rule 303),
providing investor questionnaires (Rule 303), providing communication
channels with third parties and among investors (Rule 303), notifying
investors of investment commitments (Rule 303), confirming completed
transactions (Rule 303) and confirming or reconfirming offering
cancellations (Rule 304).
The Commission staff estimates that there will be 135
intermediaries engaged in crowdfunding activity and therefore subject
to Rules 300-304. The Commission staff estimates the annualized
industry burden will be 27,732 hours to comply with Rules 300-304. The
Commission staff further estimates that the costs associated with
complying with Rules 300-304 will be a total amount of $16,960,716.
An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a
currently valid OMB Control Number.
Written comments are invited on: (a) whether this proposed
collection of information is necessary for the proper performance of
the functions of the SEC, including whether the information will have
practical utility; (b) the accuracy of the SEC's estimate of the burden
imposed by the proposed collection of information, including the
validity of the methodology and the assumptions used; (c) ways to
enhance the quality, utility, and clarity of the information to be
collected; and (d) ways to minimize the burden of the collection of
information on respondents, including through the use of automated,
electronic collection techniques or other forms of information
technology.
The public may view and comment on this information collection
request at: https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202503-3235-003 or email comment to
[email protected] within 30 days of the day
after publication of this notice, by July 14, 2025.
Dated: June 5, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-10522 Filed 6-10-25; 8:45 am]
BILLING CODE 8011-01-P