Union Calendar No. 280
115th CONGRESS 1st Session |
[Report No. 115–383]
To amend the Securities Act of 1933 to exempt certain micro-offerings from the registration requirements of such Act, and for other purposes.
April 27, 2017
Mr. Emmer introduced the following bill; which was referred to the Committee on Financial Services
November 1, 2017
Additional sponsors: Mr. Stivers, Mr. Messer, Mr. Tipton, Mr. Pittenger, and Mr. MacArthur
November 1, 2017
Committed to the Committee of the Whole House on the State of the Union and ordered to be printed
To amend the Securities Act of 1933 to exempt certain micro-offerings from the registration requirements of such Act, and for other purposes.
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,
This Act may be cited as the “Micro Offering Safe Harbor Act”.
SEC. 2. Exemptions for micro-offerings.
(a) In general.—Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is amended—
(1) in subsection (a), by adding at the end the following:
“(8) transactions meeting the requirements of subsection (f).”; and
(2) by adding at the end the following:
“(f) Certain micro-Offerings.—The transactions referred to in subsection (a)(8) are transactions involving the sale of securities by an issuer (including all entities controlled by or under common control with the issuer) that meet all of the following requirements:
“(1) PRE-EXISTING RELATIONSHIP.—Each purchaser has a substantive pre-existing relationship with an officer of the issuer, a director of the issuer, or a shareholder holding 10 percent or more of the shares of the issuer.
“(2) 35 OR FEWER PURCHASERS.—There are no more than, or the issuer reasonably believes that there are no more than, 35 purchasers of securities from the issuer that are sold in reliance on the exemption provided under subsection (a)(8) during the 12-month period preceding such transaction.
“(3) SMALL OFFERING AMOUNT.—The aggregate amount of all securities sold by the issuer, including any amount sold in reliance on the exemption provided under subsection (a)(8), during the 12-month period preceding such transaction, does not exceed $500,000.”.
(b) Exemption under State regulations.—Section 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended—
(1) in subparagraph (F), by striking “or” at the end;
(2) in subparagraph (G), by striking the period and inserting “; or”; and
(3) by adding at the end the following:
“(H) section 4(a)(8).”.
Union Calendar No. 280 | |||||
| |||||
[Report No. 115–383] | |||||
A BILL | |||||
To amend the Securities Act of 1933 to exempt certain micro-offerings from the registration
requirements of such Act, and for other purposes. | |||||
November 1, 2017 | |||||
Committed to the Committee of the Whole House on the State of the Union and ordered to be printed |