Sec. 305. RELATIONSHIP WITH STATE LAW
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## SEC. 305 RELATIONSHIP WITH STATE LAW ###
(a)In General Section 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended— ####
(1)by redesignating subparagraphs
(C)and
(D)as subparagraphs
(D)and (E), respectively; and ####
(2)by inserting after subparagraph
(B)the following: > > ##### “(C) > > section 4(6);” > . ###
(b)Clarification of the Preservation of State Enforcement Authority ####
(1)In general **[**[15 U.S.C. 77r note](/us/usc/t15/s77r)**]** The amendments made by subsection
(a)relate solely to State registration, documentation, and offering requirements, as described under section 18(a) of Securities Act of 1933 (15 U.S.C. 77r(a)), and shall have no impact or limitation on other State authority to take enforcement action with regard to an issuer, funding portal, or any other person or entity using the exemption from registration provided by section 4(6) of that Act. ####
(2)Clarification of state jurisdiction over unlawful conduct of funding portals and issuers Section 18(c)(1) of the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by striking “ with respect to fraud or deceit, or unlawful conduct by a broker or dealer, in connection with securities or securities transactions. ” and inserting the following: > “, in connection with securities or securities transactions > > > ##### “(A) > > with respect to— > > > ###### “(i) > > fraud or deceit; or > > > ###### “(ii) > > unlawful conduct by a broker or dealer; and > > > ##### “(B) > > in connection to a transaction described under section 4(6), with respect to— > > > ###### “(i) > > fraud or deceit; or > > > ###### “(ii) > > unlawful conduct by a broker, dealer, funding portal, or issuer.” > . ###
(c)Notice Filings Permitted Section 18(c)(2) of the Securities Act of 1933 (15 U.S.C. 77r(c)(2)) is amended by adding at the end the following: > > ##### “(F) Fees not permitted on crowdfunded securities > > Notwithstanding subparagraphs (A), (B), and (C), no filing or fee may be required with respect to any security that is a covered security pursuant to subsection (b)(4)(B), or will be such a covered security upon completion of the transaction, except for the securities commission (or any agency or office performing like functions) of the State of the principal place of business of the issuer, or any State in which purchasers of 50 percent or greater of the aggregate amount of the issue are residents, provided that for purposes of this subparagraph, the term ‘State’ includes the District of Columbia and the territories of the United States.” > . ###
(d)Funding Portals ####
(1)State exemptions and oversight Section 15(i) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(i)) is amended— #####
(A)by redesignating paragraphs
(2)and
(3)as paragraphs
(3)and (4), respectively; and #####
(B)by inserting after paragraph
(1)the following: > > #### “(2) Funding portals > > > ##### “(A) Limitation on state laws > > Except as provided in subparagraph (B), no State or political subdivision thereof may enforce any law, rule, regulation, or other administrative action against a registered funding portal with respect to its business as such. > > > ##### “(B) Examination and enforcement authority > > Subparagraph
(A)does not apply with respect to the examination and enforcement of any law, rule, regulation, or administrative action of a State or political subdivision thereof in which the principal place of business of a registered funding portal is located, provided that such law, rule, regulation, or administrative action is not in addition to or different from the requirements for registered funding portals established by the Commission. > > > ##### “(C) Definition > > For purposes of this paragraph, the term ‘State’ includes the District of Columbia and the territories of the United States.” > . ####
(2)State fraud authority Section 18(c)(1) of the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) is amended by striking “or dealer” and inserting “, dealer, or funding portal”. # TITLE IV SMALL COMPANY CAPITAL FORMATION
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