SEED Act of 2025

[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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