H.R. 3339

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3339 Referred in Senate (RFS)]

<DOC>
119th CONGRESS
1st Session
H. R. 3339

_______________________________________________________________________

IN THE SENATE OF THE UNITED STATES

July 22, 2025

Received; read twice and referred to the Committee on Banking, Housing, 
and Urban Affairs

_______________________________________________________________________

AN ACT

To require certification examinations for accredited investors, 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 ``Equal Opportunity for All Investors 
Act of 2025''.

SEC. 2. CERTIFICATION EXAMINATIONS FOR ACCREDITED INVESTORS.

(a) In General.--The Commission shall revise the definition of 
``accredited investor'' under Regulation D (section 230.500 et seq. of 
title 17, Code of Federal Regulations) to include any natural person 
who is certified through the examination required under subsection (b).
(b) Establishment of Examination.--Not later than 1 year after the 
date of the enactment of this Act, the Commission shall establish an 
examination (including a test, certification, or examination program)--
(1) to certify an individual as an accredited investor; and
(2) that--
(A) is designed with an appropriate level of 
difficulty such that an individual with financial 
sophistication would be unlikely to fail; and
(B) includes methods to determine whether an 
individual seeking to be certified as an accredited 
investor demonstrates competency with respect to--
(i) the different types of securities;
(ii) the disclosure requirements under the 
securities laws applicable to issuers and 
offerings of securities exempt from 
registration under section 5 of the Securities 
Act of 1933 as compared to issuers and 
offerings of securities subject to such section 
5;
(iii) corporate governance;
(iv) financial statements and the 
components of such statements;
(v) aspects of unregistered securities, 
securities issued by private companies, and 
investments into private funds, including risks 
associated with--
(I) limited liquidity;
(II) limited disclosures;
(III) subjectivity and variability 
in valuations and the analytical tools 
investors may use to assess such 
valuations;
(IV) information asymmetry;
(V) leverage risks;
(VI) concentration risk; and
(VII) longer investment horizons;
(vi) potential conflicts of interest, when 
the interests of financial professionals and 
their clients are misaligned or when their 
professional responsibilities may be in 
conflict with financial motivations; and
(vii) such other criteria as the Commission 
determines necessary or appropriate in the 
public interest or for the protection of 
investors.
(c) Administration.--Beginning not later than 180 days after the 
date the examination is established under subsection (b), such 
examination shall be administered and offered free of charge to the 
public by a registered national securities association under section 
15A of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3).
(d) Commission Defined.--In this section, the term ``Commission'' 
means the Securities and Exchange Commission.

Passed the House of Representatives July 21, 2025.

Attest:

KEVIN F. MCCUMBER,

Clerk.