119-hr2365

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2365 Introduced in House

    (IH) ]

<DOC>

119th CONGRESS
 1st Session
 H. R. 2365

To amend the securities laws to exclude investment contract assets from 
 the definition of a security.

_______________________________________________________________________

 IN THE HOUSE OF REPRESENTATIVES

 March 26, 2025

 Mr. Emmer (for himself and Mr. Soto) introduced the following bill; 
 which was referred to the Committee on Financial Services

_______________________________________________________________________

 A BILL

To amend the securities laws to exclude investment contract assets from 
 the definition of a security.

 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 referred to as the ``Securities Clarity Act of 
2025''.

SEC. 2. TREATMENT OF INVESTMENT CONTRACT ASSETS.

    (a) Securities Act of 1933.--

Section 2

    (a) of the Securities Act of 
1933 (15 U.S.C. 77b

    (a) ) is amended--

    (1) in paragraph

    (1) , by adding at the end the following: 
 ``The term `security' does not include an investment contract 
 asset.''; and

    (2) by adding at the end the following:
 ``

    (20) The term `investment contract asset' means a 
 fungible digital representation of value--
 ``
        (A) that can be exclusively possessed and 
 transferred, person to person, without necessary 
 reliance on an intermediary, and is recorded on a 
 cryptographically secured public distributed ledger;
 ``
        (B) sold or otherwise transferred, or intended to 
 be sold or otherwise transferred, pursuant to an 
 investment contract; and
 ``
            (C) that is not otherwise a security pursuant to 
 the first sentence of paragraph

    (1) .''.

    (b) Investment Advisers Act of 1940.--

Section 202

    (a)

    (18) of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-2

    (a)

    (18) ) is amended by 
adding at the end the following: ``The term `security' does not include 
an investment contract asset (as such term is defined under 

section 2

    (a) of the Securities Act of 1933).''.
            (c) Investment Company Act of 1940.--

Section 2

    (a)

    (36) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-2

    (a)

    (36) ) is amended by 
adding at the end the following: ``The term `security' does not include 
an investment contract asset (as such term is defined under 

section 2

    (a) of the Securities Act of 1933).''.
            (d) Securities Exchange Act of 1934.--

Section 3

    (a)

    (10) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c

    (a)

    (10) ) is amended by 
adding at the end the following: ``The term `security' does not include 
an investment contract asset (as such term is defined under 

section 2

    (a) of the Securities Act of 1933).''.

    (e) Securities Investor Protection Act of 1970.--

Section 16

    (14) of 
the Securities Investor Protection Act of 1970 (15 U.S.C. 78lll

    (14) ) is 
amended by adding at the end the following: ``The term `security' does 
not include an investment contract asset (as such term is defined under 

section 2

    (a) of the Securities Act of 1933).''.
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