119-s1877

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[S. 1877 Introduced in Senate

    (IS) ]

<DOC>

119th CONGRESS
 1st Session
 S. 1877

 To direct the Securities and Exchange Commission to promulgate rules 
 with respect to the electronic delivery of certain required 
 disclosures, and for other purposes.

_______________________________________________________________________

 IN THE SENATE OF THE UNITED STATES

 May 22, 2025

 Mr. Tillis (for himself, Mr. Hickenlooper, Mrs. Shaheen, Mr. Rounds, 
 Mr. Peters, Mr. Budd, and Mrs. Britt) introduced the following bill; 
which was read twice and referred to the Committee on Banking, Housing, 
 and Urban Affairs

_______________________________________________________________________

 A BILL

 To direct the Securities and Exchange Commission to promulgate rules 
 with respect to the electronic delivery of certain required 
 disclosures, 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 ``Improving Disclosure for Investors 
Act of 2025''.

SEC. 2. DEFINITIONS.

 In this Act:

    (1) Commission.--The term ``Commission'' means the 
 Securities and Exchange Commission.

    (2) Covered entity.--The term ``covered entity'' means--
        (A) an investment company, as defined in 

section 3

    (a)

    (1) of the Investment Company Act of 1940 (15 
 U.S.C. 80a-3

    (a)

    (1) ), that is registered under such Act;
        (B) a business development company, as defined in 
 

section 2

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

    (a) );
            (C) a registered broker or dealer, as those terms 
 are defined in 

section 3

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

    (a) );
            (D) a registered municipal securities dealer, as 
 defined in 

section 3

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

    (a) );
        (E) a registered government securities broker or 
 government securities dealer, as defined in 

section 3

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

    (a) );
        (F) a registered investment adviser, as defined in 
 

section 202

    (a) of the Investment Advisers Act of 1940 
 (15 U.S.C. 80b-1

    (a) );
        (G) a registered transfer agent, as defined in 
 

section 3

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

    (a) ); or
        (H) a registered funding portal, as defined in 
 

section 3

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

    (a) ).

    (3) Electronic delivery.--The term ``electronic delivery'', 
 with respect to regulatory documents, includes--
        (A) the direct delivery of such regulatory document 
 to an electronic address of an investor;
        (B) the posting of such regulatory document to a 
 website and direct electronic delivery of an 
 appropriate notice of the availability of the 
 regulatory document to the investor; and
            (C) an electronic method reasonably designed to 
 ensure receipt of such regulatory document by the 
 investor.

    (4) Regulatory documents.--The term ``regulatory 
 documents'' includes--
        (A) prospectuses meeting the requirements of 
 

section 10

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

    (a) );
        (B) summary prospectuses meeting the requirements 
 of 

section 230.498 or 230.498A of title 17, Code of 
 Federal Regulations;
            (C) Statements of Additional Information, as 
 defined in 

section 270.30e-3

    (h) of title 17, Code of 
 Federal Regulations;
            (D) annual and semiannual reports to investors 
 meeting the requirements of 

section 30

    (e) of the 
 Investment Company Act of 1940 (15 U.S.C. 80a-29

    (e) );
        (E) notices meeting the requirements of 

section 270.19a-1 of title 17, Code of Federal Regulations;
        (F) confirmations and account statements meeting 
 the requirements of 

section 240.10b-10 of title 17, 
 Code of Federal Regulations;
        (G) proxy statements meeting the requirements of 
 

section 240.14a-3 of title 17, Code of Federal 
 Regulations;
        (H) privacy notices meeting the requirements of 
 Regulation S-P under subpart A of part 248 of title 17, 
 Code of Federal Regulations;
            (I) affiliate marketing notices meeting the 
 requirements of Regulation S-AM under subpart B of part 
 248 of title 17, Code of Federal Regulations; and
        (J) all other regulatory documents required to be 
 delivered by covered entities to investors under the 
 securities laws and the rules and regulations of the 
 Commission and the self-regulatory organizations.

    (5) Securities laws.--The term ``securities laws'' has the 
 meaning given the term in 

section 3

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

    (a) ).

    (6) Self-regulatory organization.--The term ``self-
 regulatory organization'' means a self-regulatory organization, 
 as defined in 

section 3

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

    (a) ).

    (7) Website.--The term ``website'' means an internet 
 website or other digital, internet, or electronic-based 
 information repository, such as a mobile application, to which 
 an investor of a covered entity has been provided reasonable 
 access.

SEC. 3. ELECTRONIC DELIVERY.

    (a) Promulgation of Rules.--Not later than 180 days after the date 
of the enactment of this section, the Commission shall propose and, not 
later than 1 year after the date of the enactment of this section, the 
Commission shall finalize, rules, regulations, amendments, or 
interpretations, as appropriate, to allow a covered entity to satisfy 
the obligation of the entity to deliver regulatory documents required 
under the securities laws to investors using electronic delivery.

    (b) Required Provisions.--Rules, regulations, amendments, or 
interpretations the Commission promulgates pursuant to subsection

    (a) shall--

    (1) with respect to investors that do not receive all 
 regulatory documents by electronic delivery, provide for--
        (A) delivery of an initial communication in paper 
 form regarding electronic delivery;
        (B) a transition period not to exceed 180 days 
 until such regulatory documents are delivered to such 
 investors by electronic delivery; and
            (C) during a period not to exceed 2 years following 
 the transition period set forth in subparagraph
        (B) , 
 delivery of an annual notice in paper form solely 
 reminding such investors of the ability to opt out of 
 electronic delivery at any time and receive paper 
 versions of regulatory documents;

    (2) set forth requirements for the content of the initial 
 communication described in paragraph

    (1)
        (A) ;

    (3) set forth requirements for the timing of delivery of a 
 notice of website availability of regulatory documents and the 
 content of the appropriate notice described in 

section 2

    (3)
        (B) ;

    (4) provide a mechanism for investors to opt out of 
 electronic delivery at any time and receive paper versions of 
 regulatory documents;

    (5) require measures reasonably designed to identify and 
 remediate failed electronic deliveries of regulatory documents;

    (6) set forth minimum requirements regarding readability 
 and retainability for regulatory documents that are delivered 
 electronically; and

    (7) for covered entities other than brokers, dealers, 
 investment advisers registered with the Commission, and 
 investment companies, require measures reasonably designed to 
 ensure the confidentiality of personal information in 
 regulatory documents that are delivered to investors 
 electronically.
            (c) Treatment of Revisions Not Completed in a Timely Manner.--If 
the Commission fails to finalize the rules, regulations, amendments, or 
interpretations required under subsection

    (a) before the date specified 
in such subsection--

    (1) a covered entity may deliver regulatory documents using 
 electronic delivery in accordance with subsection

    (b) ; and

    (2) such electronic delivery shall be deemed to satisfy the 
 obligation of the covered entity to deliver regulatory 
 documents required under the securities laws.
            (d) Other Required Actions.--

    (1) Review of rules.--The Commission shall--
        (A) not later than 180 days after the date of 
 enactment of this Act, conduct a review of the rules 
 and regulations of the Commission to determine whether 
 any such rules or regulations require delivery of 
 written documents to investors; and
        (B) not later than 1 year after the date of 
 enactment of this Act, promulgate amendments to such 
 rules or regulations to provide that any requirement to 
 deliver a regulatory document in writing may be 
 satisfied by electronic delivery.

    (2) Actions by self-regulatory organizations.--Each self-
 regulatory organization shall adopt rules and regulations, or 
 amend the rules and regulations of the self-regulatory 
 organization, consistent with this Act and consistent with 
 rules, regulations, amendments, or interpretations finalized by 
 the Commission pursuant to subsection

    (a) .

    (3) Applicability.--This subsection shall not apply to a 
 rule or regulation issued pursuant to a Federal statute if that 
 Federal statute specifically requires delivery of written 
 documents to investors.

    (e) Exemption From Certain Requirements.--

Section 101
            (c) of the 
Electronic Signatures in Global and National Commerce Act (15 U.S.C. 
7001
            (c) ) shall not apply with respect to a regulatory document 
delivered in accordance with this section.

    (f) Rule of Construction.--Nothing in this section shall be 
construed as altering the substance or timing of any regulatory 
document obligation under the securities laws or regulations of a self-
regulatory organization.
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