HR 3422 · 119th Congress

Promoting Opportunities for Non-Traditional Capital Formation Act

small businesscapital formationinvestor educationsecurities regulationminority-owned businesses
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Last action 2025-06-24

Sponsored by Rep. Waters, Maxine [D-CA-43] (D) — CA

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Would expand the duties of the Securities and Exchange Commission's Office of the Advocate for Small Business Capital Formation, requiring it to provide educational outreach for underrepresented small businesses and hold annual coordination meetings with state securities regulators.

What this bill would do

What it would do

The bill would amend the Securities Exchange Act of 1934 to assign two new duties to the SEC's Advocate for Small Business Capital Formation. First, the office would be required to provide educational resources and host or participate in events aimed at raising awareness of capital-raising options for underrepresented small businesses — specifically women-owned and minority-owned businesses, businesses in rural areas, and small businesses affected by hurricanes or other natural disasters. Second, the office would be required to meet at least once per year with representatives of state securities commissions to discuss opportunities for collaboration and coordination in assisting small businesses and their investors.

The bill does not create a new grant program, appropriate funding, or impose requirements on small businesses themselves. It is limited to expanding the outreach and coordination obligations of an existing SEC office.

Key provisions

  1. 1Would require the SEC's Advocate for Small Business Capital Formation to provide educational resources and host or participate in outreach events focused on capital-raising options for underrepresented small businesses.Sec. 2
  2. 2Would specify that outreach must cover women-owned, minority-owned, rural, and disaster-affected small businesses and their investors.Sec. 2
  3. 3Would require the Advocate to meet at least annually with state securities commission representatives to discuss collaboration on assisting small businesses and investors.Sec. 2

Who would be affected

The SEC's Office of the Advocate for Small Business Capital Formation, which would take on new outreach and coordination duties. Indirectly affected are women-owned, minority-owned, rural, and disaster-impacted small businesses and their investors, who are the intended beneficiaries of the expanded educational outreach. State securities commissions would also be drawn into annual coordination meetings.

Why it matters

For underrepresented small businesses — particularly those that are women-owned, minority-owned, located in rural areas, or recovering from disasters — access to capital through securities offerings can be opaque. Requiring a dedicated federal advocate to actively promote and explain these options could improve awareness and uptake. The annual state-regulator meetings could reduce fragmentation between federal and state capital-formation efforts.

What would change

Changes to existing law

Amends Securities Exchange Act of 1934 (Sec. 2)

Adds two new duties to Section 4(j)(4): educational outreach for underrepresented small businesses and annual meetings with state securities commissions.

Agencies directed to act

Securities and Exchange Commission

How implementation would work

The SEC's Advocate for Small Business Capital Formation would carry out the new duties through its existing office structure. It would need to develop or curate educational materials, schedule and conduct outreach events (or arrange participation in third-party events), and organize at least one annual meeting with state securities commission representatives each year. No rulemaking is required; the obligations are self-executing once enacted. The office would likely track and report on these activities through its existing annual reporting to Congress.

Legislative status & sources

Latest action

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

2025-06-24

Official CRS summary

Show the CRS summary

This bill expands the functions of the Securities and Exchange Commission's Office of the Advocate for Small Business Capital Formation.

Specifically, the office must (1) provide educational resources and host (or participate in) events to promote capital-raising options for underrepresented small businesses, businesses in rural areas, and businesses affected by natural disasters; and (2) meet annually with representatives of state securities commissions to discuss opportunities for collaboration and coordination.

From the Congressional Research Service.

Legislative subjects

Business investment and capital; Commerce; Economic development; Economic performance and conditions; Natural disasters; Rural conditions and development; Small business

Committee report

H. Rept. 119-117

Congressional Bill

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HR 3422: Promoting Opportunities for Non-Traditional Capital Formation Act | Legislation Reporter