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[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 2365 Introduced in House (IH)]

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119th CONGRESS
  1st Session
                                H. R. 2365

To amend the securities laws to exclude investment contract assets from 
                     the definition of a security.


_______________________________________________________________________


                    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.

    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 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).''.
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