SEED Act of 2025

House Votes

This bill creates a “micro‑offering” option so very small businesses can raise money without the usual federal offering paperwork, while still following anti‑fraud laws. A company (including any related companies it controls or is under common control with) could sell up to $250,000 of its own securities in any 12‑month period under this exemption. The bill’s purpose is to give small issuers an exemption from mandated disclosures or offering filings, but keep anti‑fraud protections in place.

The Securities and Exchange Commission (SEC) would have 270 days to set “bad actor” rules, similar to existing ones, that block use of this exemption by people who have certain regulatory bans or recent fraud‑related orders, or who have been convicted of certain securities‑related crimes or false SEC filings. The law also defines which regulators count for these bans (state securities, banking, and insurance regulators; federal banking agencies; and the National Credit Union Administration). These micro‑offerings would also be exempt from state registration by adding the new exemption to the list of federally covered securities.

Key points

• Who is affected: Small businesses and startups raising modest amounts; investors considering these offerings.
• What changes: Up to $250,000 can be raised in 12 months without federal offering filings; related entities count toward the cap; anti‑fraud laws still apply; SEC must set “bad actor” disqualification rules; offerings are exempt from state registration.
• When: The SEC must issue the disqualification rules within 270 days of enactment.