July 22, 2025
Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs
To require the Securities and Exchange Commission to carry out a study and rulemaking on the definition of the term small entity
under the securities laws for purposes of chapter 6 of title 5, United States Code, and for other purposes.
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,
Section 1. Short title
This Act may be cited as the Small Entity Update Act
.
Sec. 2. Studies, reports, and rules regarding small entities
(a) Definitions
In this section—
(1)
the term Commission means the Securities and Exchange Commission; and
(2)
the term small entity—
(A)
has the meaning given the term in section 601 of title 5, United States Code, with respect to the activities of the Commission; and
(B)
includes any definition established by the Commission of the term small business, small organization, small governmental jurisdiction, or small entity
under paragraph (3), (4), (5), or (6), respectively, of section 601 of title 5, United States Code, with respect to the activities of the Commission.
(b) Studies and reports
Not later than 1 year after the date of enactment of this Act, and again 5 years thereafter, the Commission shall—
(1)
conduct a study of the definition of the term small entity with respect to the activities of the Commission for the purposes of chapter 6 of title 5, United States Code, which shall consider—
(A)
the extent to which the definition of the term small entity, as in effect during the period in which the study is conducted, aligns with the findings and declarations made under section 2(a) of the Regulatory Flexibility Act (5 U.S.C. 601 note);
(B)
the amount by which financial markets in the United States have grown since the last time the Commission amended the definition of the term small entity, if applicable; and
(C)
how the Commission should define the term small entity to ensure that a meaningful number of entities would fall under that definition; and
(2)
submit to Congress a report that includes—
(A)
the results of the applicable study conducted under paragraph (1); and
(B)
specific and detailed recommendations on the ways in which the Commission could amend the definition of the term small entity to—
(i)
be consistent with the results described in subparagraph (A); and
(ii)
expand the number of entities covered by such definition.
(c) Rulemaking
Concurrently with, or after the completion of, each study required under subsection (b), the Commission shall, subject to public notice and comment, revise the rules of the Commission consistent with the results of such study.
(d) Inflation adjustments
After the Commission issued the final rule revisions required under subsection (c), and every 5 years thereafter, the Commission shall adjust any dollar figures under the definition of small entity established by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the Department of Labor.