US Codex
Bill
Notes

H.R. 4171 — what changed

Small Entrepreneurs’ Empowerment and Development Act of 2025

From Introduced in House to Reported in House. 1 section amended between Introduced in House and Reported in House.

Sec. 2 Micro-offering exemption

(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).”

(2)
by adding at the end the following:

changed “(f) 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) where 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 $250,000.”Micro-Offerings

added “(1) In general—The transactions referred to in subsection (a)(8) are transactions involving the offer or sale of securities by an issuer (including all entities controlled by or under common control with the issuer) where the aggregate amount of all securities offered or sold by the issuer, including any amount sold in reliance on the exemption provided under subsection (a)(8), during the 12-month period preceding the date of such transaction, does not exceed $500,000.

added “(2) Adjustment—The dollar amount in paragraph (1) shall be adjusted by the Commission not less frequently than once every 5 years and at the same time as the adjustments made under section 4A(h), by notice published in the Federal Register to reflect any change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest $10,000.

added “(3) Bad actor prohibition—The exemption under this subsection shall not apply to any person subject to—

added “(A) an event that would disqualify an issuer or other covered person under section 230.506(d) of title 17, Code of Federal Regulations, or any successor regulation; or

added “(B) a statutory disqualification, as defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).”

(b)
removed Disqualification—
(1)
removed In general— Not later than 270 days after the date of enactment of this Act, the Securities and Exchange Commission shall, by rule, establish disqualification provisions under which an issuer shall not be eligible to offer securities pursuant to section 4(a)(8) of the Securities Act of 1933, as added by this section.
(2)
removed Inclusions— Disqualification provisions required by this subsection shall—
(A)
removed be substantially similar to the provisions of section 230.506(d) of title 17, Code of Federal Regulations (or any successor thereto); and
(B)
removed disqualify any offering or sale of securities by a person that—
(i)
removed is subject to a final order of a covered regulator that—
(I)
removed bars the person from—
(aa)
removed association with an entity regulated by the covered regulator;
(bb)
removed engaging in the business of securities, insurance, or banking; or
(cc)
removed engaging in savings association or credit union activities; or
(II)
removed constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct, if such final order was issued within the previous 10-year period; or
(ii)
removed has been convicted of any felony or misdemeanor in connection with the purchase or sale of any security or involving the making of any false filing with the Commission.
(3)
removed Covered regulator defined— In this subsection, the term covered regulator means—
(A)
removed a State securities commission (or an agency or officer of a State performing like functions);
(B)
removed a State authority that supervises or examines banks, savings associations, or credit unions;
(C)
removed a State insurance commission (or an agency or officer of a State performing like functions);
(D)
removed a Federal banking agency (as defined under section 3 of the Federal Deposit Insurance Act); and
(E)
removed the National Credit Union Administration.
(b)
renumbered was (4) Exemption under State regulations— Section 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended—
(1)
renumbered was (4)(3) in subparagraph (F), by striking “or” at the end;
(2)
renumbered was (4)(4) in subparagraph (G), by striking the period and inserting “; or”; and
(3)
renumbered was (4)(5) by adding at the end the following:

“(H) section 4(a)(8).”