HR 2797 United States House · 118th Congress

Equal Opportunity for All Investors Act of 2023

This bill amends the definition of "accredited investor" under securities law to create a new pathway for individuals to qualify. It requires the SEC to establish a free, publicly available certification exam within 180 days of enactment, testing knowledge of private investment risks and regulations. The exam would cover specific areas like types of securities, disclosure requirements, financial statements, and key risks associated with private investments (such as limited liquidity, information asymmetry, and valuation methods). Individuals passing this exam would qualify as accredited investors, directly affecting those seeking to invest in private companies or private funds without meeting traditional income/net worth thresholds. The exam must be administered by a registered securities association and designed to assess financial sophistication.

Bill status passed 3 of 5 stages cleared

Introduction

Apr 2023

Committee Review

Jun 2023

House Passage

May 2023

Senate Passage

President

Introduced Apr 24, 2023 Last action Jun 1, 2023

Maddy AI version diff · 1 comparison

What changed between versions

Introduced in House → Engrossed in House · 3 edits · May 31, 2023

MINOR

The Engrossed version restructures how the bill creates a certification pathway for accredited investors. Instead of directly amending the Securities Act to add a new statutory category, it now directs the SEC to revise its Regulation D definition to include individuals who pass a certification exam. The timeline for establishing the exam was extended from 180 days to one year after enactment.

Scope change

The mechanism for creating the certification pathway changed from a direct statutory amendment to a directive requiring the SEC to modify its regulation. This makes the certification pathway dependent on SEC regulatory action rather than being established directly by law, potentially giving the agency more discretion in implementation.

SCOPE

The bill no longer directly amends Section 2(a)(15) of the Securities Act of 1933 to add a new category of accredited investor. Instead, it directs the SEC to revise the definition under Regulation D (15 CFR 230.501), shifting from a statutory amendment to a regulatory directive.

TIMELINE

The deadline for the SEC to establish the examination was extended from 180 days after enactment to one year after enactment.

TECHNICAL

The bill was reorganized into its own subsection structure (a, b, c) rather than being drafted as an amendment to existing statutory text. The substance of the exam content requirements (competency areas, difficulty standard, free administration by a registered national securities association) remains essentially the same.

Floor votes · House May 31, 2023

How they voted

383–18

Passed · 34 other

Total votes 435

May 31, 2023

D Democratic213

177 Yea 18 Nay 18

83% Yea

I Independent1

1 Yea

100% Yea

R Republican221

205 Yea 16

92% Yea

Vote distribution

All Yea All Nay Mixed No data

Full legislative history

Actions timeline

Total actions

Key actions

Committee

Amendments

Jun 1, 2023

Committee

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

upper

May 31, 2023

Introduced

On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 383 - 18 (Roll no. 244). (text: 05/30/2023 CR H2656)

lower

May 31, 2023

Lower · Passed

Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 383 - 18 (Roll no. 244). (text: 05/30/2023 CR H2656)

lower

May 30, 2023

Introduced

Mrs. Wagner moved to suspend the rules and pass the bill, as amended.

lower

May 30, 2023

Lower · Passed

Reported (Amended) by the Committee on Financial Services. H. Rept. 118-77.

lower

Apr 26, 2023

Introduced

Ordered to be Reported in the Nature of a Substitute (Amended) by the Yeas and Nays: 42 - 1.

lower

Apr 26, 2023

Lower · Passed

Committee Consideration and Mark-up Session Held.

lower

Apr 24, 2023

Committee

Referred to the House Committee on Financial Services.

lower

Apr 24, 2023

Introduced

Introduced in House

lower

1 primary · 3 co-sponsors