H.R. 2365

119 HR 2365 IH: Securities Clarity Act of 2025
 U.S. House of Representatives
 2025-03-26
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 I  119th CONGRESS  1st Session  H. R. 2365  IN THE HOUSE OF REPRESENTATIVES   March 26, 2025   Mr. Emmer  (for himself and  Mr. Soto ) introduced the following bill; which was referred to the  Committee on Financial Services    A BILL
To amend the securities laws to exclude investment contract assets from the definition of a security.
1.
Short title
This Act may be referred to as the   Securities Clarity Act of 2025  .
2.
Treatment of investment contract assets
(a)
Securities Act of 1933
Section 2(a) of the Securities Act of 1933 ( 15 U.S.C. 77b(a) ) is amended—
(1)
in paragraph (1), by adding at the end the following:  The term  security  does not include an investment contract asset. ; and
(2)
by adding at the end the following:
(20)
The term  investment contract asset  means a fungible digital representation of value—
(A)
that can be exclusively possessed and transferred, person to person, without necessary reliance on an intermediary, and is recorded on a cryptographically secured public distributed ledger;
(B)
sold or otherwise transferred, or intended to be sold or otherwise transferred, pursuant to an investment contract; and
(C)
that is not otherwise a security pursuant to the first sentence of paragraph (1).
 .
(b)
Investment Advisers Act of 1940
Section 202(a)(18) of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b–2(a)(18) ) is amended by adding at the end the following:  The term  security  does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933). .
(c)
Investment Company Act of 1940
Section 2(a)(36) of the Investment Company Act of 1940 ( 15 U.S.C. 80a–2(a)(36) ) is amended by adding at the end the following:  The term  security  does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933). .
(d)
Securities Exchange Act of 1934
Section 3(a)(10) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a)(10) ) is amended by adding at the end the following:  The term  security  does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933). .
(e)
Securities Investor Protection Act of 1970
Section 16(14) of the Securities Investor Protection Act of 1970 ( 15 U.S.C. 78lll(14) ) is amended by adding at the end the following:  The term  security  does not include an investment contract asset (as such term is defined under section 2(a) of the Securities Act of 1933). .