H.R. 2365
119th CONGRESS 1st Session
To amend the securities laws to exclude investment contract assets from the definition of a security.
IN THE HOUSE OF REPRESENTATIVES · March 26, 2025 · Sponsor: Mr. Emmer · Committee: Committee on Financial Services
Table of contents
SEC. 1. Short title
- This Act may be referred to as the Securities Clarity Act of 2025.
SEC. 2. Treatment of investment contract assets
- (a) Securities Act of 1933
- Section 2(a) of the Securities Act of 1933 () is amended— 15 U.S.C. 77b(a)
- in paragraph (1), by adding at the end the following: ; and
- The term means a fungible digital representation of value—
investment contract asset- that can be exclusively possessed and transferred, person to person, without necessary reliance on an intermediary, and is recorded on a cryptographically secured public distributed ledger;
- sold or otherwise transferred, or intended to be sold or otherwise transferred, pursuant to an investment contract; and
- that is not otherwise a security pursuant to the first sentence of paragraph (1).
- The term means a fungible digital representation of value—
- by adding at the end the following:
- in paragraph (1), by adding at the end the following: ; and
- Section 2(a) of the Securities Act of 1933 () is amended— 15 U.S.C. 77b(a)
- (b) Investment Advisers Act of 1940
- Section 202(a)(18) of the Investment Advisers Act of 1940 () is amended by adding at the end the following: . 15 U.S.C. 80b–2(a)(18)
- (c) Investment Company Act of 1940
- Section 2(a)(36) of the Investment Company Act of 1940 () is amended by adding at the end the following: . 15 U.S.C. 80a–2(a)(36)
- (d) Securities Exchange Act of 1934
- Section 3(a)(10) of the Securities Exchange Act of 1934 () is amended by adding at the end the following: . 15 U.S.C. 78c(a)(10)
- (e) Securities Investor Protection Act of 1970
- Section 16(14) of the Securities Investor Protection Act of 1970 () is amended by adding at the end the following: . 15 U.S.C. 78lll(14)