H.R. 3339

119th CONGRESS 1st Session

To require certification examinations for accredited investors, and for other purposes.

IN THE SENATE OF THE UNITED STATES · July 22, 2025 · Committee: Committee on Banking, Housing, and Urban Affairs

Table of contents

• H.R. 3339
  • SEC. 1. Short title
  • SEC. 2. Certification examinations for accredited investors

SEC. 1. Short title

• This Act may be cited as the Equal Opportunity for All Investors Act of 2025.

SEC. 2. Certification examinations for accredited investors

• (a) In general
  • The Commission shall revise the definition of under Regulation D (section 230.500 et seq. of title 17, Code of Federal Regulations) to include any natural person who is certified through the examination required under subsection (b). accredited investor
• (b) Establishment of examination
  • Not later than 1 year after the date of the enactment of this Act, the Commission shall establish an examination (including a test, certification, or examination program)—
    • to certify an individual as an accredited investor; and
    • that—
      • is designed with an appropriate level of difficulty such that an individual with financial sophistication would be unlikely to fail; and
      • includes methods to determine whether an individual seeking to be certified as an accredited investor demonstrates competency with respect to—
        • (i) the different types of securities;
        • (ii) the disclosure requirements under the securities laws applicable to issuers and offerings of securities exempt from registration under section 5 of the Securities Act of 1933 as compared to issuers and offerings of securities subject to such section 5;
        • (iii) corporate governance;
        • (iv) financial statements and the components of such statements;
        • (v) aspects of unregistered securities, securities issued by private companies, and investments into private funds, including risks associated with—
        • limited liquidity;
        • limited disclosures;
        • subjectivity and variability in valuations and the analytical tools investors may use to assess such valuations;
        • information asymmetry;
        • leverage risks;
        • concentration risk; and
        • longer investment horizons;
        • (vi) potential conflicts of interest, when the interests of financial professionals and their clients are misaligned or when their professional responsibilities may be in conflict with financial motivations; and
        • (vii) such other criteria as the Commission determines necessary or appropriate in the public interest or for the protection of investors.
• (c) Administration
  • Beginning not later than 180 days after the date the examination is established under subsection (b), such examination shall be administered and offered free of charge to the public by a registered national securities association under section 15A of the Securities Exchange Act of 1934 (). 15 U.S.C. 78o–3
• (d) Commission defined
  • In this section, the term means the Securities and Exchange Commission.