This bill amends the Securities Act’s crowdfunding provisions to change when an issuer must submit financial statements that have been reviewed by an independent public accountant, and it fixes two cross-reference errors in the statute. It does not alter the overall crowdfunding offering caps; it changes the compliance trigger that determines when a reviewed report is required.
The practical effect is to reduce a paperwork and compliance threshold that currently brings very small offerings into a higher-cost review regime. That lowers upfront costs for some small issuers and may speed capital formation, while shifting the balance of investor information and regulatory oversight.
The bill also gives the Securities and Exchange Commission limited authority to raise the new threshold further based on inter-office recommendations, which introduces a discretionary adjustment pathway for future policy changes.
At a Glance
What It Does
The bill amends Section 4A of the Securities Act of 1933 to change the numeric offering threshold that triggers the requirement for issuer financial statements to be reviewed by an independent public accountant, and it adds a new provision allowing the SEC to adjust that number upward to a higher capped amount upon recommendation by two internal advocacy offices. It also corrects two statutory cross-references.
Who It Affects
Issuers using the Regulation Crowdfunding exemption, the funding portals and broker-dealers that facilitate those offerings, public accounting firms that perform review engagements, and the SEC offices that advise on small-business capital formation and investor interests.
Why It Matters
Lowering the number of offerings that require accountant review reduces per-offering compliance costs and can make small-scale crowdfunding more attractive to entrepreneurs, while the SEC’s discretionary authority creates a mechanism for future threshold adjustments without new legislation.
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What This Bill Actually Does
The bill targets the point in the crowdfunding rules where an issuer must supply financial statements that a certified public accountant has 'reviewed'—a level of assurance short of a full audit but requiring an accountant’s inquiry and analytical procedures. By changing that statutory trigger, the bill reduces the number of small offerings that enter the review regime.
Practically, fewer issuers will need to engage a CPA for a review engagement, reducing up-front professional fees, preparation time, and the logistical friction that can delay small raises.
The bill also creates a narrowly framed runway for the Commission to adjust the threshold in the future. That adjustment is not unilateral; the SEC may raise the figure only up to a specified cap and only after the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate both make recommendations.
This builds an internal consultation step into any future change, giving both small-business and investor perspectives a formal role before the SEC increases the trigger.Finally, the bill fixes two technical cross-reference errors in Section 4A so that statutory citations point to section 4(a)(6) and section 4(a)(6)(B) instead of the older shorthand. Those edits are mechanical but important: they reduce ambiguity in how the crowdfunding exemption connects to other parts of the Securities Act and lower the risk of litigation over drafting inconsistencies.
The statutory edits are surgical and limited to the mechanics of when and how a review is required, not to the larger regulatory architecture of crowdfunding offerings.
The Five Things You Need to Know
The bill amends Section 4A of the Securities Act to change the statutory trigger that determines when a Regulation Crowdfunding issuer must file financial statements reviewed by an independent public accountant.
It authorizes the SEC to increase that statutory trigger later—subject to a locked upper limit—but only after both the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate recommend the change.
The legislative fix corrects two cross-references in Section 4A so that citations point to section 4(a)(6) and section 4(a)(6)(B), removing potential ambiguity in the statute’s internal references.
The bill changes requirements for a 'review' engagement (which is less burdensome than an audit) rather than eliminating financial disclosure entirely, preserving some level of accountant involvement for larger small offerings.
The change will shift some work away from public accounting firms and toward issuers and platforms by reducing the number of offerings that must obtain a formal CPA review.
Section-by-Section Breakdown
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Short title — ACCESS Act of 2025
This short provision gives the statute its public name, the Amendment for Crowdfunding Capital Enhancement and Small-business Support Act of 2025 (ACCESS Act of 2025). Naming has no substantive legal effect but makes the amendment easier to reference in rulemaking and guidance.
Numeric threshold replacement in Section 4A(b)(1)(D)
This clause replaces the prior numeric figure in the statutory paragraph that triggers the requirement for reviewed financials. That change moves the compliance threshold upward (fewer offerings will meet the size test). The practical implication for compliance teams and counsel is that some issuers that previously needed to engage an independent accountant for a review will no longer be statutorily required to do so; compliance playbooks, offering checklists, and platform onboarding rules will need updating.
SEC discretion to adjust the threshold (new subsection (i))
The bill adds a limited delegatory mechanism permitting the Securities and Exchange Commission to increase the statutory threshold further up to a defined ceiling, but only after receiving recommendations from two internal offices: the Advocate for Small Business Capital Formation and the Investor Advocate. This provision creates an internal advisory gate—both offices must weigh in before the SEC can act—so future increases will be informed by both small-business and investor perspectives, and will not require fresh legislation.
Technical corrections to statutory cross-references
Two mechanical edits change references from 'section 4(6)' to 'section 4(a)(6)' and from 'section 4(6)(B)' to 'section 4(a)(6)(B)'. Those corrections align the statutory language with the formal subsection numbering in the Securities Act, reducing the chance of inconsistent interpretation and making it clearer how the crowdfunding exemption fits into the Act’s structure.
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Explore Finance in Codify Search →Who Benefits and Who Bears the Cost
Every bill creates winners and losers. Here's who stands to gain and who bears the cost.
Who Benefits
- Smaller issuers using Regulation Crowdfunding: They will avoid some CPA review costs and related preparation time for offerings that fall below the revised statutory trigger, lowering the expense and administrative burden of small raises.
- Funding portals and broker-dealers that facilitate tiny raises: With fewer offerings requiring CPA reviews, platforms can onboard and process smaller issuers faster and with lower friction, improving deal flow and potentially broadening the pool of issuers.
- Entrepreneurs and micro-businesses seeking seed capital: Reduced upfront compliance obligations make small-scale capital raises more accessible and viable for nascent firms with limited resources.
Who Bears the Cost
- Individual investors in small crowdfunding offerings: They will face slightly reduced third-party assurance for some offerings, which may increase information asymmetry and the risk of unexpected losses.
- Public accounting firms that provide review engagements: Firms that relied on revenue from CPA reviews for small offerings will see decreased demand and thus potential loss of fee income for low‑value engagements.
- The SEC and its oversight functions: The agency may need to process and justify threshold adjustments and oversee any resulting shifts in enforcement and investor protection, adding a modest administrative burden.
Key Issues
The Core Tension
The central dilemma is classic: reduce compliance costs to expand small-scale capital formation and ease the burden on entrepreneurs, or preserve higher levels of independent financial scrutiny to protect investors—there is no adjustment that fully achieves both goals simultaneously, and the bill chooses greater access at the cost of narrower third-party verification.
The bill deliberately trades increased access and reduced cost for limited reductions in third‑party assurance. A reviewed financial statement provides meaningful, though limited, assurance compared with unaudited information; lowering the number of required reviews relieves issuers but also reduces the objective checks that can flag material problems before money changes hands.
That trade-off will play out differently across sectors and offer sizes: for very small raises the savings may justify the reduction in assurance, but for offerings near the new threshold the marginal loss of verification could be consequential.
The new discretionary pathway for the SEC introduces both flexibility and uncertainty. On one hand, it lets regulators respond to market developments without new legislation; on the other, it creates a process-dependent path where the timing and criteria for recommendations by the two offices are not specified in the statute.
The requirement that both the small-business advocate and the investor advocate recommend a change could slow any adjustment or politicize the recommendation process. Finally, the technical cross-reference fixes remove drafting ambiguity, but because they are clerical, they may nonetheless attract litigation if parties seek to challenge an offering on arcane textual grounds.
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