Introduced in House — H.R. 2365

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.

Section 1. Short title

This Act may be referred to as the Securities Clarity Act of 2025.

Sec. 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)..