Improving Disclosure for Investors Act of 2025
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Would require the Securities and Exchange Commission to write rules allowing investment companies, brokers, advisers, and other financial firms to deliver required regulatory documents — such as prospectuses, account statements, and proxy statements — to investors electronically by default, while giving investors the right to opt out and receive paper.
The bill would also create a fallback: if the SEC misses its one-year deadline, covered financial entities could begin electronic delivery on their own under the bill's requirements, potentially modernizing how millions of investors receive required financial disclosures.
What this bill would do
What it would do
The bill would direct the SEC to propose rules within 180 days of enactment and finalize them within one year, enabling covered financial entities — including registered investment companies, brokers, dealers, investment advisers, transfer agents, and funding portals — to satisfy their regulatory document delivery obligations electronically. Required documents include prospectuses, annual and semi-annual reports, account statements, proxy statements, and privacy notices. The rules must include a paper opt-out mechanism, a transition period of up to 180 days, annual paper reminder notices for up to two years after transition, standards for readability and retainability of electronic documents, and measures to detect and fix failed deliveries.
If the SEC does not finalize rules within the one-year window, covered entities would be permitted to proceed with electronic delivery under the bill's own requirements, which would be deemed to satisfy existing delivery obligations. The bill explicitly preserves investors' right to opt out and receive paper documents at any time, and does not alter the substance or timing of any underlying disclosure obligations under the securities laws.
Key provisions
- 1Would require the SEC to propose rules within 180 days and finalize rules within one year to permit covered entities to deliver required regulatory documents electronically.
- 2Would require SEC rules to include a paper opt-out mechanism for investors, a transition period up to 180 days, and annual paper reminder notices for up to two years post-transition.
- 3Would allow covered entities to proceed with electronic delivery under the bill's requirements if the SEC fails to finalize rules within the one-year deadline.
- 4Would require the SEC to review its existing rules and amend any 'in writing' delivery requirements to permit electronic delivery within one year of enactment.
- 5Would require self-regulatory organizations, including the Municipal Securities Rulemaking Board, to adopt or amend rules consistent with the Act and the SEC's finalized rules.
- 6Would exempt electronically delivered regulatory documents from consumer consent requirements under Section 101(c) of the Electronic Signatures in Global and National Commerce Act.
Who would be affected
Retail and institutional investors who currently receive paper disclosures from financial firms, and the full range of SEC-registered financial entities — investment companies, business development companies, brokers, dealers, municipal securities dealers, government securities brokers and dealers, investment advisers, transfer agents, and funding portals — that are obligated to deliver regulatory documents under the securities laws.
Why it matters
Financial firms currently face legal uncertainty about defaulting to electronic delivery for required disclosures. If enacted, the bill would give firms a clear legal pathway to go paperless, potentially reducing compliance costs and speeding delivery. Investors who prefer paper would retain that right through an opt-out, but those who do not actively request paper would receive documents electronically.
What would change
Changes to existing law
Amends Electronic Signatures in Global and National Commerce Act, Section 101(c) (15 U.S.C. 7001(c)) (Sec. 2(c))
Exempts regulatory documents delivered under this Act from the consumer consent requirements that would otherwise apply to electronic delivery.
Amends Investment Company Act of 1940 (Sec. 2(a))
Covered entities defined under the Act — registered investment companies and business development companies — would gain authority to deliver required documents electronically.
Amends Securities Exchange Act of 1934 (Sec. 2(a))
Brokers, dealers, municipal securities dealers, transfer agents, and funding portals subject to the Act would be permitted to satisfy delivery obligations electronically.
Agencies directed to act
Effective dates
- SEC must propose electronic delivery rules
- SEC must finalize electronic delivery rules
- SEC must complete review of existing rules for paper delivery requirements
- SEC must amend existing 'in writing' delivery rules to permit electronic delivery
- Covered entities may begin electronic delivery without SEC rules if deadline is missed
Funding and costs
Congressional Budget Office estimate
CBO estimates H.R. 2441 would have no effect on direct spending or revenues, with discretionary implementation costs of about $1 million over the 2026–2030 period that would be largely offset by SEC fee collections.
CBO finds that H.R. 2441 would have no effect on direct (mandatory) spending, revenues, or the deficit over the 2026–2035 period. The bill would cost roughly $1 million in discretionary appropriations (spending subject to annual congressional approval) over 2026–2030 — primarily for about four SEC staff needed to write and amend the required electronic-delivery rules — but because the SEC is authorized to collect fees to offset its appropriation, the net effect on discretionary spending would be negligible. The bill contains no intergovernmental mandates; it does impose private-sector mandates (requiring self-regulatory organizations and SEC fee-paying entities to comply with new electronic-delivery rules), but CBO estimates those costs would fall well below UMRA's private-sector threshold of $206 million.
How implementation would work
The SEC must propose rules within 180 days and finalize them within one year of enactment. The Commission must also review all its existing rules within 180 days to identify any that mandate paper delivery, then amend them within one year to allow electronic substitution. Self-regulatory organizations (including FINRA and the Municipal Securities Rulemaking Board) must adopt conforming rules. Covered entities must send initial paper notices to affected investors, manage a transition period of up to 180 days, send annual paper opt-out reminders for up to two years, and maintain systems to detect and remediate failed electronic deliveries.
Legislative status & sources
Latest action
Placed on the Union Calendar, Calendar No. 105.
Official CRS summary
Show the CRS summaryHide the CRS summary
This bill requires the Securities and Exchange Commission (SEC) to propose and finalize rules to allow entities to deliver regulatory documents to investors electronically. The SEC must establish a mechanism for investors to opt out of electronic delivery and receive paper documents instead. If the SEC does not finalize rules within one year after enactment, the bill allows for electronic delivery of these documents.
Legislative subjects
Business records; Computers and information technology; Corporate finance and management; Finance and Financial Sector; Securities
Committee report
H. Rept. 119-136