H.R. 2365

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2365 Introduced in House (IH)]

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119th CONGRESS
1st Session
H. R. 2365

To amend the securities laws to exclude investment contract assets from 
the definition of a security.

_______________________________________________________________________

IN THE HOUSE OF REPRESENTATIVES

March 26, 2025

Mr. Emmer (for himself and Mr. Soto) introduced the following bill; 
which was referred to the Committee on Financial Services

_______________________________________________________________________

A BILL

To amend the securities laws to exclude investment contract assets from 
the definition of a security.

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 referred to as the ``Securities Clarity Act of 
2025''.

SEC. 2. TREATMENT OF INVESTMENT CONTRACT ASSETS.

(a) Securities Act of 1933.--Section 2(a) of the Securities Act of 
1933 (15 U.S.C. 77b(a)) is amended--
(1) in paragraph (1), by adding at the end the following: 
``The term `security' does not include an investment contract 
asset.''; and
(2) by adding at the end the following:
``(20) The term `investment contract asset' means a 
fungible digital representation of value--
``(A) that can be exclusively possessed and 
transferred, person to person, without necessary 
reliance on an intermediary, and is recorded on a 
cryptographically secured public distributed ledger;
``(B) sold or otherwise transferred, or intended to 
be sold or otherwise transferred, pursuant to an 
investment contract; and
``(C) that is not otherwise a security pursuant to 
the first sentence of paragraph (1).''.
(b) Investment Advisers Act of 1940.--Section 202(a)(18) of the 
Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(18)) is amended by 
adding at the end the following: ``The term `security' does not include 
an investment contract asset (as such term is defined under section 
2(a) of the Securities Act of 1933).''.
(c) Investment Company Act of 1940.--Section 2(a)(36) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(36)) is amended by 
adding at the end the following: ``The term `security' does not include 
an investment contract asset (as such term is defined under section 
2(a) of the Securities Act of 1933).''.
(d) Securities Exchange Act of 1934.--Section 3(a)(10) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(10)) is amended by 
adding at the end the following: ``The term `security' does not include 
an investment contract asset (as such term is defined under section 
2(a) of the Securities Act of 1933).''.
(e) Securities Investor Protection Act of 1970.--Section 16(14) of 
the Securities Investor Protection Act of 1970 (15 U.S.C. 78lll(14)) is 
amended by adding at the end the following: ``The term `security' does 
not include an investment contract asset (as such term is defined under 
section 2(a) of the Securities Act of 1933).''.
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