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US HB4171
Bill
Status
6/26/2025
Primary Sponsor
Andrew Garbarino
Click for details
AI Summary
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Creates a new "micro-offering" exemption under the Securities Act of 1933 allowing small issuers to sell up to $250,000 in securities within a 12-month period without mandatory disclosures or SEC filing requirements
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Exempted offerings remain subject to federal antifraud provisions, maintaining investor protection against fraudulent, manipulative, or deceptive conduct
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Requires the SEC to establish disqualification rules within 270 days barring issuers with certain regulatory violations, including those convicted of securities-related felonies or misdemeanors, or subject to final orders from state or federal regulators for fraud
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Preempts state securities registration requirements for offerings made under this new federal exemption, designating them as "covered securities"
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Applies aggregate sales limits to the issuer and all entities under common control with the issuer to prevent circumvention of the $250,000 threshold
Legislative Description
SEED Act of 2025 Small Entrepreneurs’ Empowerment and Development Act of 2025
Finance and financial sector
Last Action
Ordered to be Reported by the Yeas and Nays: 26 - 17.
3/4/2026