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119-hr-4130119th CongressWALLET

Small Business Relief Act

Sponsored By: Representative Garbarino, Andrew R. [R-NY-2]

In Committee

Summary

Excludes qualified institutional buyers and institutional accredited investors from the holder count that triggers mandatory registration under Section 12(g)(1) of the Securities Exchange Act. The bill keeps the numeric threshold the same but would lower the counted holders in some private-ownership situations, which can delay or avoid mandatory registration for affected issuers.

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  • Private companies and issuers: Companies with many institutional holders would count fewer holders for the Section 12(g)(1) test. That can delay or prevent the need to register a class of securities and the disclosure obligations that follow.
  • Qualified institutional buyers and institutional accredited investors: These institutional holders would not be counted toward the mandatory-registration holder total, changing who contributes to the trigger.
  • Rule focus: The change alters the composition of counted holders without changing the numeric threshold itself, so the legal trigger remains the same.

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Bill Overview

Analyzed Economic Effects

1 provisions identified: 1 benefits, 0 costs, 0 mixed.

Fewer SEC registration triggers for issuers

This bill would change how the SEC counts owners when deciding if a class of securities must register under Section 12(g)(1). If enacted, holders that qualify as qualified institutional buyers (QIBs) or institutional accredited investors (IAIs) would not be counted toward the numeric holder threshold in subparagraphs (A)(i) and (B). That would lower the counted owner total for some private companies and would delay or avoid mandatory SEC registration and related compliance costs. The bill would not change the numeric threshold itself.

Sponsors & CoSponsors

Sponsor

Garbarino, Andrew R. [R-NY-2]

NY • R

Cosponsors

  • Rep. Sessions, Pete [R-TX-17]

    TX • R

    Sponsored 12/16/2025

Roll Call Votes

No roll call votes available for this bill.

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