HB 3645, the ACCESS Act of 2025, amends the Securities Act of 1933 to make it easier for small businesses to raise money through SEC crowdfunding. The bill raises the threshold at which issuers using the crowdfunding exemption must provide financial statements reviewed by an independent public accountant from $100,000 to $250,000. It also gives the Securities and Exchange Commission discretion to raise that threshold further, up to $400,000, if recommended by the SEC’s Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate.
The bill also makes technical corrections to the crowdfunding provisions of the Securities Act by updating outdated statutory references from section 4(6) to section 4(a)(6). In practical terms, the measure would reduce compliance costs for smaller crowdfunding offerings while preserving a review requirement for larger offerings. It is aimed at easing capital formation for startups and small businesses that rely on crowdfunding to access investors.
The available record shows no committee transcript, no recorded votes, and no stated opposition or support beyond the bill’s introduction and reporting. The bill was reported with an amendment and placed on the Union Calendar, suggesting it advanced through committee with at least procedural support. Overall, the tone of the legislation is pro-small-business and pro-capital-formation, with an emphasis on regulatory relief.
There is little direct evidence of contention in the provided materials, but the main policy tension is between reducing burdens on small issuers and maintaining investor protection through reviewed financial statements. Supporters are likely to view the higher threshold as a sensible inflation or market-update adjustment that lowers costs for entrepreneurs, while critics may worry that raising the threshold could weaken disclosure safeguards for crowdfunding investors. The bill’s built-in SEC discretion and input from investor and small-business offices appear designed to balance those concerns.
Impact
The bill would amend Section 4A of the Securities Act of 1933, changing the crowdfunding exemption’s financial-statement review threshold from $100,000 to $250,000 and allowing the SEC to increase it further up to $400,000 under specified recommendations. It would also correct statutory cross-references in the crowdfunding provisions. The affected parties are small businesses, startups, crowdfunding issuers, investors, accountants, and the SEC, with the primary legal effect being reduced compliance obligations for smaller offerings and a higher trigger for independent accountant review.
Sentiment
The available legislative record suggests generally favorable sentiment toward the bill, at least within committee, because it was reported with an amendment and placed on the Union Calendar. The bill’s framing as the ACCESS Act of 2025 and its focus on small-business capital formation indicate a pro-growth, deregulatory approach. No recorded votes or hearing testimony are provided, so there is no evidence of organized opposition in the supplied materials.
Contention
The central point of contention is the tradeoff between easing access to capital for small issuers and preserving investor protections in crowdfunding markets. Supporters are likely to argue that the current $100,000 threshold is too low and that higher review thresholds reduce unnecessary costs for small businesses. Critics may argue that increasing the threshold could reduce the reliability of financial disclosures for investors and weaken oversight. The bill attempts to address this by retaining accountant review above the new threshold and allowing SEC discretion, informed by both the small-business capital formation office and the investor advocate.