Equal Opportunity for All Investors Act of 2025
Officially: “Equal Opportunity for All Investors Act of 2025” Read the full text
What it does
Read it in plain language
1Short title
This section says the Act may be cited as the Equal Opportunity for All Investors Act of 2025.
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1. Short title This Act may be cited as the Equal Opportunity for All Investors Act of 2025 .
2Certification examinations for accredited investors
This section would require the Securities and Exchange Commission to revise the definition of accredited investor under Regulation D so that it includes any natural person who is certified through a new examination created under this section. Not later than 1 year after enactment, the Commission would have to establish an examination (which could be a test, certification, or examination program) that certifies an individual as an accredited investor. The exam would have to be designed at a level of difficulty such that an individual with financial sophistication would be unlikely to fail it, and it would have to include methods to determine whether the person seeking certification demonstrates competency in all of the following areas: the different types of securities; the disclosure requirements under the securities laws that apply 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 that are subject to that section 5; corporate governance; financial statements and their components; aspects of unregistered securities, securities issued by private companies, and investments in private funds, including the risks of limited liquidity, limited disclosures, subjectivity and variability in valuations and the analytical tools investors use to assess those valuations, information asymmetry, leverage risk, concentration risk, and longer investment horizons; potential conflicts of interest, meaning situations where the interests of financial professionals and their clients are misaligned or where a professional's responsibilities may conflict with financial motivations; and any other criteria the Commission determines are necessary or appropriate in the public interest or for the protection of investors. Beginning not later than 180 days after the examination is established, the exam would have to 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. For purposes of this section, the term Commission means the Securities and Exchange Commission.
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2. Certification examinations for accredited investors (a) In general The Commission shall revise the definition of accredited investor 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). (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)— (1) to certify an individual as an accredited investor; and (2) that— (A) is designed with an appropriate level of difficulty such that an individual with financial sophistication would be unlikely to fail; and (B) 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— (I) limited liquidity; (II) limited disclosures; (III) subjectivity and variability in valuations and the analytical tools investors may use to assess such valuations; (IV) information asymmetry; (V) leverage risks; (VI) concentration risk; and (VII) 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) other criteria 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 Commission means the Securities and Exchange Commission.
Where it is
In the House.