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H.R. 4565 (113th): Startup Capital Modernization Act of 2014


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The summary below was written by the Congressional Research Service, which is a nonpartisan division of the Library of Congress, and was published on May 6, 2014.


Startup Capital Modernization Act of 2014 - Amends the Securities Act of 1933 (Act) to increase from $5 million to $10 million the maximum aggregate amount of securities exempt from its purview due to either the small amount involved, or the limited character of the public offering.

Preempts state requirements governing securities registration, documentation, and offerings in connection with small issues related to small company capital formation.

Declares that this Act shall have no impact on state enforcement authority over the unlawful conduct of issuers, intermediaries, or custodians who are exempt from federal registration requirements under the Act.

Amends the Securities Exchange Act of 1934 to exempt certain small issues from its securities registration requirements if the issuer: (1) has filed audited financial statements with the Securities and Exchange Commission (SEC), and (2) is in compliance with all periodic disclosures required by the SEC.

Exempts from prohibitions relating to interstate commerce and the mails any transaction where: (1) each purchaser is an accredited investor; and (2) if the securities are offered by means of any general solicitation or general advertising, the seller verifies that the purchaser is an accredited investor.

Denies such an exemption to transactions where the seller is: (1) either an issuer, its subsidiaries or parent; (2) a dealer; or (3) an underwriter acting on behalf of the issuer, its subsidiaries, or parent, which receives compensation from the issuer with respect to such sale.