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119-hr-4171119th CongressWALLET

SEED Act of 2025

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

In Committee

Summary

This bill would create a federal micro-offering exemption that lets small issuers raise up to $500,000 in a 12-month period with reduced disclosure while keeping federal antifraud protections.

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  • Entrepreneurs and very small issuers. It would let an issuer and affiliated entities offer or sell up to $500,000 of securities in a 12-month period without the usual federal disclosures and filings, lowering paperwork burdens for tiny capital raises.
  • Investors and market integrity. Antifraud protections under the federal securities laws would still apply and the exemption would be unavailable to people barred by existing "bad actor" rules or statutory disqualifications.
  • State regulators and rulemaking. The bill would add the micro-offering exemption to federal law and amend Section 18(b)(4) so states can treat offerings under section 4(a)(8) as an exempt basis. The SEC could adjust the $500,000 cap by CPI at least every 5 years.

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Bill Overview

Analyzed Economic Effects

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

Easier micro-offerings for small businesses

This bill would create a federal micro-offering exemption for small issuers and related entities. Issuers would be able to sell up to $500,000 of securities in any 12-month period without full federal registration. The SEC would update the $500,000 limit for inflation at least once every five years. Adjustments would use the CPI-U and be rounded to the nearest $10,000 by Federal Register notice. People subject to disqualifying events under 17 C.F.R. or statutory disqualifications under the Exchange Act would not be able to use the exemption. States would be able to treat offers made under this federal rule as exempt from state registration.

Sponsors & CoSponsors

Sponsor

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

NY • R

Cosponsors

There are no cosponsors for this bill.

Roll Call Votes

No roll call votes available for this bill.

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