Congress raises cap on unregistered stock offerings, easing rules for small firms
H.R. 6541 — Regulation A+ Improvement Act of 2025 · Filed by Marlin Stutzman (R-IN) · 1 cosponsor · Introduced Dec 9, 2025 · Reported out
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What it does
This bill raises the cap on small-company securities offerings under Regulation A+ (a JOBS Act exemption) from $5 million to $50 million for Tier 1 offerings and from $50 million to $150 million for Tier 2 offerings, with automatic inflation adjustments every 5 years. The change allows smaller companies to raise more capital without full SEC registration, reducing compliance costs for issuers but potentially reducing disclosure and investor protections for buyers of these securities.
Why we flagged it
The bill functionally deregulates small-company securities offerings by raising exemption thresholds and reducing SEC oversight, framed as a capital-formation measure. It is a straightforward deregulatory amendment with no hidden mechanism.
What the text implies
- Retail investors in Regulation A+ offerings receive less disclosure than registered securities; the higher caps may concentrate unsophisticated capital in higher-risk, less-vetted issuers.
- Affiliate selling limits ($12M for Tier 1, $50M for Tier 2) remain in place but are now a smaller fraction of total offering size, potentially allowing insiders to exit positions more easily relative to public investors.
The full analysis lists 3 implications of this text.
Who stands to gain
small-cap companies seeking capital; venture capital and private equity firms backing small issuers; crowdfunding platforms and intermediaries facilitating Reg A+ offerings