Small Business Relief Act
Description
This bill would exclude institutional investors from the registration cap that requires securities issuers to report to the SEC.
Summary
What it does
This bill would allow companies that issue securities to exclude certain large investors from the count used to determine if they must register with the Securities and Exchange Commission (SEC). Specifically, qualified institutional buyers and institutional accredited investors would no longer count toward the investor cap that normally triggers mandatory SEC registration and periodic reporting requirements.
Who is affected
This bill affects issuers of securities who are currently required to register and report to the Securities and Exchange Commission (SEC) based on the number of investors in a class of securities. It specifically impacts qualified institutional buyers and institutional accredited investors, as these entities would no longer count toward the investor cap that triggers SEC registration requirements. The SEC is also affected as the regulatory body overseeing these registration and reporting exemptions.
Key provisions
- Exemption from SEC registration caps for institutional investors. The bill excludes qualified institutional buyers and institutional accredited investors from the calculation used to determine if a securities issuer must register with and report to the SEC.
- Modification of reporting requirements for securities issuers. Issuers may maintain classes of securities with institutional investors without triggering the periodic reporting and registration mandates that currently apply when the total number of investors exceeds a specific threshold.
Fiscal impact
- H.R. 4130, Small Business Relief Act· As reported by the House Committee on Financial Services on February 25, 2026
Effective dates
Not applicable: Official Summary does not address effective dates
Relationship to existing law
The bill modifies existing Securities and Exchange Commission (SEC) registration and reporting requirements by exempting qualified institutional buyers and institutional accredited investors from the investor count thresholds that trigger mandatory registration.
Stated purpose
The bill aims to provide relief to small businesses by exempting qualified institutional buyers and institutional accredited investors from the investor count thresholds that trigger mandatory Securities and Exchange Commission registration and reporting requirements.