Regulation A+ Improvement Act of 2025
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Would raise the annual cap on "Regulation A+" securities offerings that can be sold to the public without full SEC registration, from $50 million to $150 million, with future increases tied to inflation.
The change would let more small and mid-sized companies raise larger amounts of capital through this streamlined, less costly offering process, though it also loosens the SEC's registration screening for those bigger raises.
What this bill would do
What it would do
The bill would amend Section 3(b) of the Securities Act of 1933 to raise the dollar ceilings that apply to securities offerings exempt from full SEC registration under Regulation A+. It would raise the smaller-tier ("Tier 1") limit from $5 million to $50 million and the larger-tier ("Tier 2") limit from $50 million to $150 million, including raising how much affiliated selling shareholders can sell alongside the company. Both ceilings would then be adjusted for inflation by the SEC every five years using the Consumer Price Index.
It would not change other securities laws, disclosure content requirements, or investor-protection rules that already apply to Regulation A+ offerings; it only changes the dollar thresholds and adds the inflation-adjustment mechanism.
Key provisions
- 1Would raise the Tier 1 Regulation A+ offering limit from $5 million to $50 million, including up to $12 million from affiliated selling shareholders
- 2Would raise the Tier 2 Regulation A+ offering limit from $50 million to $150 million, including up to $50 million from affiliated selling shareholders
- 3Would require the SEC to adjust both dollar limits for inflation every five years based on the Consumer Price Index, published in the Federal Register
Who would be affected
Small and mid-sized companies seeking to raise capital through Regulation A+ offerings, their affiliated selling shareholders, retail and institutional investors who buy these securities, and the Securities and Exchange Commission, which administers the exemption and would calculate the inflation adjustments.
Why it matters
Companies could raise significantly more money without the cost and delay of a full public registration, potentially expanding access to capital for smaller firms. Investors would be able to put more money into offerings that carry lighter disclosure requirements than fully registered securities, and the SEC would take on periodic inflation-adjustment duties.
What would change
Changes to existing law
Amends Securities Act of 1933 (15 U.S.C. 77c(b)) (Sec. 2)
Raises Tier 1 and Tier 2 Regulation A+ offering caps to $50 million and $150 million respectively and adds five-year inflation adjustments.
Agencies directed to act
Funding and costs
Congressional Budget Office estimate
CBO estimates that H.R. 6541 would have a negligible effect on the federal deficit over the 2026–2036 period, with any revenue or spending changes falling below $500,000.
CBO finds that H.R. 6541 would have no effect on direct (mandatory) spending and only a negligible effect on revenues and the deficit over the 2026–2036 period. The bill raises the dollar limits for securities offerings exempt from SEC registration and requires inflation adjustments every five years; although fewer companies would pay SEC filing fees as a result, CBO expects the SEC to adjust its fee rates to keep total collections in line with the statutory annual target, leaving the net revenue change negligible. Costs to the SEC to implement the bill are estimated at less than $500,000, and because the SEC can offset those costs through transaction fees, the net effect on discretionary spending over 2026–2031 would also be negligible. The bill contains no intergovernmental mandates; it does contain a private-sector mandate (higher SEC fees passed on to regulated entities), but CBO estimates the incremental cost would fall well below the $214 million annual threshold set by the Unfunded Mandates Reform Act.
How implementation would work
The Securities and Exchange Commission would apply the new $50 million and $150 million offering caps under its existing Regulation A+ rules without new rulemaking mandated by the text itself. Every five years, the Commission would recalculate both dollar thresholds to reflect changes in the Consumer Price Index for All Urban Consumers, rounding to the nearest $10,000, and publish the updated figures as a notice in the Federal Register so issuers and investors know the current limits.
Legislative status & sources
Latest action
Placed on the Union Calendar, Calendar No. 451.
Official CRS summary
Show the CRS summaryHide the CRS summary
This bill increases the aggregate dollar limit of certain securities offerings exempt from registration requirements (i.e., Regulation A+ offerings) from $50 million annually to $150 million annually, adjusted in future years for inflation.
Legislative subjects
Bank accounts, deposits, capital; Banking and financial institutions regulation; Finance and Financial Sector; Inflation and prices; Securities
Committee report
H. Rept. 119-526