119-hr4171

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4171 Introduced in House

    (IH) ]

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119th CONGRESS
 1st Session
 H. R. 4171

 To amend the Securities Act of 1933 to provide small issuers with a 
 micro-offering exemption free of mandated disclosures or offering 
 filings, but subject to the antifraud provisions of the Federal 
 securities laws, and for other purposes.

_______________________________________________________________________

 IN THE HOUSE OF REPRESENTATIVES

 June 26, 2025

Mr. Garbarino introduced the following bill; which was referred to the 
 Committee on Financial Services

_______________________________________________________________________

 A BILL

 To amend the Securities Act of 1933 to provide small issuers with a 
 micro-offering exemption free of mandated disclosures or offering 
 filings, but subject to the antifraud provisions of the Federal 
 securities laws, and for other purposes.

 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 cited as the ``Small Entrepreneurs' Empowerment and 
Development Act of 2025'' or the ``SEED Act of 2025''.

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) .''; and

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

    (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.''.

    (b) Disqualification.--

    (1) 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) Inclusions.--Disqualification provisions required by 
 this subsection shall--
        (A) be substantially similar to the provisions of 
 

section 230.506
            (d) of title 17, Code of Federal 
 Regulations (or any successor thereto); and
        (B) disqualify any offering or sale of securities 
 by a person that--
            (i) is subject to a final order of a 
 covered regulator that--
            (I) bars the person from--

    (aa) association with an 
 entity regulated by the covered 
 regulator;

    (bb) engaging in the 
 business of securities, 
 insurance, or banking; or
            (cc) engaging in savings 
 association or credit union 
 activities; or
            (II) 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) 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) Covered regulator defined.--In this subsection, the 
 term ``covered regulator'' means--
        (A) a State securities commission (or an agency or 
 officer of a State performing like functions);
        (B) a State authority that supervises or examines 
 banks, savings associations, or credit unions;
            (C) a State insurance commission (or an agency or 
 officer of a State performing like functions);
            (D) a Federal banking agency (as defined under 
 

section 3 of the Federal Deposit Insurance Act); and
        (E) the National Credit Union Administration.
            (c) 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) .''.
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