Section 1 Short title
This Act may be cited as the “Securities Enforcement Clarity Act of 2025” or the “SEC Act of 2025”.
Securities Enforcement Clarity Act of 2025
A BILL
To amend the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Investment Advisors Act of 1940 with respect to the determination of violations.
Sec. 2 Determination of the number of violations
Securities Act of 1933— The Securities Act of 1933 is amended—
in section 8A(g) (15 U.S.C. 77h–1(g)), by adding at the end the following:
“(4) Determination of number of violations—For purposes of determining the number of violations for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation when the acts are the result of—
“(A) a common or a substantially overlapping originating cause;
“(B) the same misstatement or omission; or
“(C) a continuing failure to comply.”
in section 20(d) (15 U.S.C. 77t(d)), by adding at the end the following:
“(5) Determination of number of violations—For purposes of determining the number of violations for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation when the acts are the result of—
“(A) a common or a substantially overlapping originating cause;
“(B) the same misstatement or omission; or
“(C) a continuing failure to comply.”
Securities Exchange Act of 1934— The Securities Exchange Act of 1934 is amended—
in section 21(d)(3) (15 U.S.C. 78u(d)(3)), by adding at the end the following:
“(E) Determination of number of violations—For purposes of determining the number of violations for which to impose penalties under subparagraph (A)(i), separate acts of noncompliance are a single violation when the acts are the result of—
“(i) a common or a substantially overlapping originating cause;
“(ii) the same misstatement or omission; or
“(iii) a continuing failure to comply.”
in section 21B(a) (15 U.S.C. 78u–2(b)), by adding at the end the following:
“(3) Determination of number of violations, acts, or omissions—For purposes of determining the number of violations, acts, or omissions for which to impose penalties under this subsection, separate acts of noncompliance are a single violation, act, or omission when the acts are the result of—
“(A) a common or a substantially overlapping originating cause;
“(B) the same misstatement or omission; or
“(C) a continuing failure to comply.”
in section 32 (15 U.S.C. 78ff), by adding at the end the following:
“(d) Determination of number of violations—For purposes of determining the number of violations for which to impose penalties under subsection (c), separate acts of noncompliance are a single violation when the acts are the result of—
“(1) a common or a substantially overlapping originating cause;
“(2) the same misstatement or omission; or
“(3) a continuing failure to comply.”
Investment Company Act of 1940— The Investment Company Act of 1940 is amended—
in section 9(d) (15 U.S.C. 80a–9(d)), by adding at the end the following:
“(5) Determination of number of violations, acts, or omissions—For purposes of determining the number of violations, acts, or omissions for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation, act, or omission when the acts are the result of—
“(A) a common or a substantially overlapping originating cause;
“(B) the same misstatement or omission; or
“(C) a continuing failure to comply.”
in section 42(e) (15 U.S.C. 80a–41(e)), by adding at the end the following:
“(5) Determination of number of violations—For purposes of determining the number of violations for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation when the acts are the result of—
“(A) a common or a substantially overlapping originating cause;
“(B) the same misstatement or omission; or
“(C) a continuing failure to comply.”
Investment Advisors Act of 1940— The Investment Advisers Act of 1940 is amended—
in section 203(i) (15 U.S.C. 80b–3(i)), by adding at the end the following:
“(5) Determination of number of violations, acts, or omissions—For purposes of determining the number of violations, acts, or omissions for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation, act, or omission when the acts are the result of—
“(A) a common or a substantially overlapping originating cause;
“(B) the same misstatement or omission; or
“(C) a continuing failure to comply.”
in section 209(e) (15 U.S.C. 80b–9(e)), by adding at the end the following:
“(5) Determination of number of violations—For purposes of determining the number of violations for which to impose penalties under paragraph (1), separate acts of noncompliance are a single violation when the acts are the result of—
“(A) a common or a substantially overlapping originating cause;
“(B) the same misstatement or omission; or
“(C) a continuing failure to comply.”