Small Business Relief Act
Sponsored By: Representative Garbarino, Andrew R. [R-NY-2]
In Committee
Summary
Excluding large institutional holders from shareholder counts. The bill, titled the Small Business Relief Act, would amend Section 12(g)(1) of the Securities Exchange Act of 1934 to exclude Qualified Institutional Buyers (QIBs) and Institutional Accredited Investors (IAIs) from the word "persons" in both subparagraphs that set the mandatory registration trigger. By not counting those institutional holders, fewer holders could be tallied toward the 12(g) threshold. That change would potentially relax registration requirements for issuers whose holder base is largely institutional.
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Bill Overview
Analyzed Economic Effects
1 provisions identified: 1 benefits, 0 costs, 0 mixed.
Less reporting for issuers with institutional holders
This bill would change the Securities Exchange Act holder-count test used for Section 12(g) registration. It would exclude qualified institutional buyers (QIBs) and institutional accredited investors (IAIs) from the holder count. The exclusion would be inserted after the word "persons" in subparagraph (A)(i) and subparagraph (B) of Section 12(g)(1). If enacted, issuers with many institutional holders would be less likely to reach the holder-number threshold that triggers mandatory registration. The bill contains no other funding, enforcement, or effective-date details.
Sponsors & CoSponsors
Sponsor
Garbarino, Andrew R. [R-NY-2]
NY • R
Cosponsors
Sessions
TX • R
Sponsored 12/16/2025
Roll Call Votes
No roll call votes available for this bill.
View on Congress.gov