All Roll Calls
Yes: 302 • No: 123
119-hr-3383119th CongressWALLET
Incentivizing New Ventures and Economic Strength Through Capital Formation Act of 2025
Sponsored By: Representative Wagner, Ann [R-MO-2]
Passed House
Summary
Expand capital formation for small and rural businesses. This bill would package a set of SEC changes to help small and rural firms reach investors, raise crowdfunding and investor thresholds, and tighten disclosure and delivery rules.
Show full summary
- Small businesses and rural job creators: Would extend Section 4(i) to include rural-area small businesses, allow verified investor events under Regulation D, and create SEC Offices of Small Business to coordinate capital-formation policy.
- Individual investors and crowdfunding: Raises the individual crowdfunding cap to $250,000 and adds a $1,000,000 net-worth path and other professional/experience routes to accredited‑investor status.
- Funds, advisers and market rules: Would raise the investment-adviser threshold to $175 million and impose a 49 percent cap on a fund's secondary or VC fund exposures. It also directs the SEC to permit electronic delivery of regulatory documents and requires new proxy disclosures showing voting power for multi-class share structures.
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Bill Overview
Analyzed Economic Effects
10 provisions identified: 8 benefits, 0 costs, 2 mixed.
More people can invest in startups
If enacted, more people would qualify to invest in private deals. You could qualify as accredited with over $1,000,000 in net worth (not counting your home) or income over $200,000 alone or $300,000 with a spouse for the last two years, with similar income expected this year. The SEC would have to offer a free exam within one year so people can certify as accredited by knowledge. Also, your annual crowdfunding investment limit would rise to $250,000, and the SEC could raise it up to $400,000 after recommendations. The dollar tests would update for inflation every five years.
Stronger protections for senior investors
If enacted, the SEC would create a Senior Investor Taskforce to focus on investors age 65 and older. It would report to Congress every two years and shut down after 10 years. The Government Accountability Office would study senior financial exploitation within two years and share results with Congress and the Taskforce. The study would cover costs, how often it happens, reporting gaps, and legal hurdles.
Higher threshold for small adviser firms
If enacted, the assets‑under‑management threshold tied to an adviser rule would rise from $150 million to $175 million. The SEC would update this number every five years for inflation and round to the nearest $1 million. This could let some smaller firms avoid registration or change their compliance approach.
Clear voting power in dual-class stocks
If enacted, companies with multiple share classes would have to show, in proxy materials, who owns what and who controls the votes. For directors, director nominees, named executive officers, and any person with 5% or more voting power, the filing would show percent of shares owned and percent of total voting power.
Easier path to top-tier issuer status
If enacted, a company could qualify as a well‑known seasoned issuer if non‑affiliate equity is at least $400 million, measured under existing SEC instructions on the enactment date. The issuer would still need to meet the other WKSI conditions. The SEC would publish each year how many ineligible‑issuer applications were filed and how many were withdrawn, within 90 days after year‑end.
More SEC help for small businesses
If enacted, the SEC would set up an Office of Small Business inside three key divisions to work with the Small Business Advocate. Rural small businesses would be added to priority groups. The SEC would study its “small entity” definition within one year and again in five years, update rules after public comment, and then adjust dollar amounts for inflation every five years. Certain Advocate activities would keep streamlined paperwork treatment under the Paperwork Reduction Act.
Pitch investors at approved events
If enacted, the SEC would change rules within six months so issuers can speak at certain sponsored events without violating the ban on general solicitation. Events would need approved sponsors, like governments, colleges, nonprofits, angel groups, incubators, or trade groups. Ads could not mention a specific offering, and sponsors could not take success fees or give investment advice. Sponsors would give a one‑page risk notice, and issuers could share only limited offering details. Events could not be held in facilities owned by religious organizations, except accredited higher‑education institutions.
Go paperless for investment disclosures
If enacted, the SEC would allow electronic delivery of required investment documents within one year. Firms would send an initial paper notice, give up to 180 days to switch, and mail a yearly paper reminder for up to two years. Investors could opt out any time to keep paper. Firms would need to catch failed emails, meet readability and retention standards, and protect personal data. If the SEC misses the deadline, following the bill’s steps would still count as proper delivery.
Venture fund limits rise, new cap
If enacted, private funds using a key exemption could have up to 500 investors, up from 250. One asset test would rise to $50 million, measured from enactment. Venture funds could count investments in other venture funds as qualifying, but right after any acquisition they would be limited to 49% of capital in other funds or certain secondary purchases. The SEC would update rules within 180 days and start a study after five years, with power to adjust the person limit (250–750) and the dollar limit ($10–$100 million) after public comment.
More options for some 403(b) plans
If enacted, some 403(b) plans and 403(b)(7) custodial accounts would be treated like other exempt retirement vehicles. This could open more pooled options, like bank collective trusts and separate accounts, for eligible plans. It would apply if the plan is under ERISA, if the employer serves as a fiduciary for choosing investments, or if it is a governmental plan with employer or fiduciary approval of each option.
Sponsors & CoSponsors
Sponsor
Wagner, Ann [R-MO-2]
MO • R
Cosponsors
Rep. Meeks, Gregory W. [D-NY-5]
NY • D
Sponsored 5/14/2025
Rep. Torres, Ritchie [D-NY-15]
NY • D
Sponsored 5/14/2025
Rep. Scott, David [D-GA-13]
GA • D
Sponsored 5/14/2025
Rep. Sessions, Pete [R-TX-17]
TX • R
Sponsored 5/14/2025
Roll Call Votes
house vote • 12/11/2025
On Passage
Yes: 302 • No: 123