ACCESS Act of 2025
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Would raise the threshold at which crowdfunding issuers must provide financial statements reviewed by an independent public accountant — from $100,000 to $250,000 in target offering amount — and would give the Securities and Exchange Commission discretion to push that ceiling up to $400,000 based on recommendations from two agency advocacy offices.
The change would reduce a compliance cost for small businesses and startups running crowdfunding campaigns below the new threshold, making it somewhat easier and less expensive to raise modest amounts of capital from a large number of small investors.
What this bill would do
What it would do
The bill would amend Section 4A of the Securities Act of 1933 to raise the target offering amount below which crowdfunding issuers are exempt from the requirement to file financial statements reviewed by an independent public accountant. The current threshold is $100,000; the bill would set it at $250,000. It would also grant the Securities and Exchange Commission (SEC) authority to raise that threshold further — up to a maximum of $400,000 — but only upon a formal recommendation from both the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate.
The bill would not eliminate the reviewed-financial-statement requirement for issuers seeking more than the applicable threshold; those campaigns would still need to meet the existing disclosure standard. It would also make minor technical corrections to fix outdated cross-references in the same statute.
Key provisions
- 1Would raise the target offering amount threshold below which crowdfunding issuers are exempt from providing reviewed financial statements, from $100,000 to $250,000.
- 2Would authorize the SEC to increase the threshold further, up to $400,000, upon joint recommendation of the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate.
- 3Would make technical corrections to outdated cross-references within Section 4A of the Securities Act of 1933.
Who would be affected
Small businesses, startups, and other issuers that use crowdfunding platforms to raise capital with a target offering between $100,000 and $250,000 would no longer need to provide independently reviewed financial statements. Independent public accountants who currently review those statements, crowdfunding investors who rely on reviewed financials, and the SEC and its two advisory offices tasked with evaluating any further threshold increase are also affected.
Why it matters
Obtaining an independent accountant's review of financial statements carries real costs that can be disproportionate for very small capital raises. Issuers with target offerings between $100,000 and $250,000 would be relieved of that expense, potentially making small crowdfunding campaigns more financially viable. Investors in that range would, however, have access to less independently vetted financial information about the issuers they fund.
What would change
Changes to existing law
Amends Securities Act of 1933, Section 4A (15 U.S.C. 77d-1) (Sec. 2)
Raises the crowdfunding financial-statement review exemption threshold from $100,000 to $250,000 and adds SEC discretion to raise it up to $400,000 upon recommendation.
Agencies directed to act
Funding and costs
Congressional Budget Office estimate
CBO estimates H.R. 3645 would have no effect on direct spending, revenues, or the deficit, with discretionary implementation costs of less than $500,000 over the 2026–2030 period.
CBO estimates that H.R. 3645 would have no effect on direct (mandatory) spending, revenues, or the deficit over the 2026–2035 period. Implementing the bill at the SEC would cost less than $500,000 over 2026–2030 in discretionary spending (spending that requires annual congressional appropriations), though that net cost is expected to be negligible because the SEC is authorized to collect fees to offset its appropriation. The bill contains no intergovernmental mandates, but it does impose a private-sector mandate — an increase in SEC fees paid by certain private entities — that CBO estimates would remain well below the UMRA annual threshold of $206 million.
How implementation would work
The $250,000 threshold change would be self-executing upon enactment, immediately amending the statutory text. The further discretionary increase — up to $400,000 — would require a formal joint recommendation from the SEC's Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate before the Commission could act. No rulemaking timeline or procedural requirements for that recommendation process are specified in the bill beyond those two offices' sign-off.
Legislative status & sources
Latest action
Placed on the Union Calendar, Calendar No. 166.
Official CRS summary
Show the CRS summaryHide the CRS summary
This bill expands the exemption from certain disclosures applicable to crowdfunding issuers with specified target offering amounts. (Crowdfunding is used to raise capital through a large number of individuals investing potentially small amounts of money.) Under current law, crowdfunding issuers that have target offering amounts of $100,000 or less are not required to make available financial statements reviewed by an independent public accountant. The bill increases that amount to $250,000 and allows the Securities and Exchange Commission to increase this amount to no more than $400,000 upon recommendation of the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate.
Legislative subjects
Business records; Corporate finance and management; Finance and Financial Sector; Financial services and investments
Committee report
H. Rept. 119-203