This bill has advanced since we wrote our summary.
Current stage on Congress.gov: Reported in House.
When a private company reaches a certain number of shareholders, the SEC requires it to register its securities and start filing public reports — a process that's expensive and time-consuming. This bill would let companies exclude institutional investors (like pension funds, mutual funds, and accredited investor institutions) from that shareholder count. The practical effect is that more growing companies could stay private longer without triggering mandatory SEC registration, reducing compliance costs for small and mid-size businesses.
Corporate Benefits
- SEC registration trigger — Institutional investors no longer count toward the shareholder threshold that requires registration
- Effective size at which firms can stay private — Companies can grow larger before triggering mandatory registration
Transparency & Accountability
- Public-disclosure obligations for growing private companies — More firms remain outside Exchange Act reporting
Congressional Summary
This bill allows issuers of securities to have institutional investors and buyers in a class of securities without needing to comply with certain Securities and Exchange Commission (SEC) registration requirements.Currently, issuers of securities must register with and periodically report to the SEC when, among other requirements, the number of investors in a class of securities exceeds a specific cap. Under the bill, qualified institutional buyers and institutional accredited investors do not count towards this cap.
Legislative Subjects
Details
- Congress
- 119th
- Chamber
- House
- Status
- summarized
- Action
- Placed on the Union Calendar, Calendar No. 450.
- Action Date
- 2026-02-25
- Date Added
- 2026-04-09
- Source
- Congress.gov →
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