H.R. 6541: Regulation A+ Improvement Act of 2025
Sponsor
Marlin Stutzman
Republican · IN-3
Let small companies raise $150 million without full SEC registration
Why it matters
$150 million a year — that is how much a company could raise from the public through Regulation A+ under H.R. 6541, double the $75 million the SEC allows now and triple the $50 million written into the law. The bill also ties every cap to inflation, so the limits would rise on a five-year schedule without another vote in Congress.
Regulation A+ is sometimes called a mini-IPO. A company files an offering statement with the SEC, the SEC qualifies it, and the company can then sell shares to the public without going through full registration.
The law that created it sets the ceiling at $50 million in any 12-month period and lets the SEC raise that number. The SEC has done so once, and its rules now allow up to $75 million. H.R. 6541 would write a new ceiling of $150 million into the law itself — twice what a company can raise this way today.
The bill also limits how much of an offering can come from insiders. Of the $150 million, no more than $50 million could be shares sold by affiliates of the company — executives, directors, and large shareholders cashing out their own stock rather than raising money for the business. Under current SEC rules that figure is $22.5 million.
A second, older exemption for small offerings would move from $5 million to $50 million, with no more than $12 million of that coming from affiliates.
Every one of these dollar figures would be adjusted for inflation every five years, so the caps would keep climbing without Congress acting again. The SEC would publish each update in the Federal Register, rounded to the nearest $10,000. The SEC's existing duty to review the main cap every two years stays in place on top of that.
The bill changes dollar amounts and nothing else. It does not rewrite what a company has to tell you before you invest.
Bill Progress
Latest Action · Feb 25, 2026
Placed on House floor schedule, Calendar No. 451.
H.R. 6541 Bill Summary
What H.R. 6541 actually does.
Companies could raise twice as much from the public
The Regulation A+ ceiling would be set at $150 million in any 12-month period. The law currently says $50 million, and SEC rules allow $75 million.
Insider sales are capped at a third of the offering
No more than $50 million of a $150 million offering could be shares sold by affiliates of the company. SEC rules now set that figure at $22.5 million of $75 million.
The older small-offering exemption grows tenfold
A separate exemption for small offerings would rise from $5 million to $50 million, with no more than $12 million sold by affiliates.
The limits rise with inflation every five years
The SEC would adjust each dollar amount to match the Consumer Price Index for All Urban Consumers, round it to the nearest $10,000, and publish it in the Federal Register.
The SEC keeps its power to raise the cap further
Existing law tells the SEC to review the main cap every two years and increase it where appropriate. The bill keeps that review and makes clear it applies in addition to the inflation adjustment.
Who benefits from H.R. 6541?
Companies that need more than $75 million
A business that has outgrown the current limit could raise up to $150 million in a year through Regulation A+ instead of moving to a fully registered offering.
Founders, executives, and early shareholders
Affiliates could sell up to $50 million of their own shares in a single offering, more than double the $22.5 million SEC rules allow now.
Investors who are not accredited
Regulation A+ is open to the general public, so larger offerings mean access to bigger companies at an earlier stage than a traditional stock listing.
Broker-dealers, law firms, and online offering platforms
If more companies choose this route, the firms that prepare and sell these offerings would handle more and larger deals.
Who is affected by H.R. 6541?
You, if you buy shares in these offerings
You could be offered much larger deals sold under the Regulation A+ process rather than full registration. SEC rules limit non-accredited buyers in many of these offerings to 10% of their income or net worth, and the bill does not change that.
The Securities and Exchange Commission
The agency would recalculate four dollar limits every five years and publish them, while continuing its two-year review of the main cap.
Companies choosing how to go public
A firm that would have needed a registered offering to raise $100 million or more would have a second option to weigh.
Existing shareholders of companies that use it
Up to a third of a maximum-size offering could be insiders selling their own stock, which raises no new money for the company.
HR6541 Legislative Journey
House: Committee Action
Feb 25, 2026
Reported (Amended) by the Committee on Financial Services. H. Rept. 119-526.
House: Vote: 28-23
Dec 17, 2025
Ordered to be Reported (Amended) by the Yeas and Nays: 28 - 23.
House: Committee Action
Dec 16, 2025
Committee Consideration and Mark-up Session Held
House: Committee Action
Dec 9, 2025
Referred to the House Committee on Financial Services.
About the Sponsor
Marlin Stutzman
Republican, Indiana's 3rd congressional district · 16 years in Congress
Committees: the Budget, Financial Services
View full profile →
Cosponsors (1)
This bill has 1 cosponsor: 1 Republican. Cosponsors represent 1 state: Ohio.
Committee Sponsors
Financial Services Committee
1 of 53 committee members cosponsored
29 Republicans across this committee haven't cosponsored yet. Mobilize their constituents
H.R. 6541 Quick Facts
- Committee
- Financial Services
- Chamber
- House
- Policy
- Finance and Financial Sector
- Introduced
- Dec 9, 2025
Placed on House floor schedule, Calendar No. 451.
Feb 25, 2026
Official Sources
Official bill page with the text, committee actions, and current status of H.R. 6541.
The Congressional Budget Office estimate of what the higher offering limits would cost the SEC to implement.
The House Financial Services Committee report filed when H.R. 6541 was reported with amendments on February 25, 2026.
The SEC explanation of Regulation A and its two tiers, including the $75 million Tier 2 limit H.R. 6541 would double.
SEC guidance stating the current $75 million cap, the $22.5 million limit on affiliate sales, and the 10% investment limit for non-accredited investors.
The SEC rule that sets the current Tier 1 and Tier 2 offering limits the bill would override in statute.
The section of law H.R. 6541 amends, containing the $5 million and $50 million limits and the SEC two-year review requirement.
The Bureau of Labor Statistics index the SEC would use to adjust the offering caps for inflation every five years.
H.R. 6541 Common Questions
What does H.R. 6541 do?
It raises the Regulation A+ fundraising ceiling to $150 million in any 12-month period. Regulation A+ lets a company sell shares to the public after a lighter SEC review than full registration, which is why it is often called a mini-IPO.
Isn't the Regulation A+ limit already $75 million?
In practice, yes. The law sets the cap at $50 million and lets the SEC raise it, and SEC rules now allow $75 million. H.R. 6541 would put $150 million into the law itself, so the real-world change is a doubling.
Can regular investors buy Regulation A+ shares?
Yes. You do not have to be an accredited investor. In many of the larger offerings, SEC rules limit a non-accredited buyer to 10% of their annual income or net worth, whichever is greater. H.R. 6541 leaves that limit alone.
Can company insiders sell their own shares in these offerings?
Yes, up to a limit. Of a $150 million offering, no more than $50 million could be stock sold by affiliates such as executives and large shareholders. SEC rules currently cap that at $22.5 million of a $75 million offering.
Would the $150 million cap go up over time?
Yes. Every five years the SEC would adjust the caps for inflation using the Consumer Price Index for All Urban Consumers, round to the nearest $10,000, and publish the new figures. Congress would not need to vote again.
What happens to the $5 million small-offering exemption?
It rises to $50 million. This is an older, separate exemption in the same law. Of that $50 million, no more than $12 million could be shares sold by affiliates of the company.
Does H.R. 6541 change what companies have to disclose to investors?
No. The bill changes dollar limits only. A company would still file an offering statement and wait for the SEC to qualify it before selling shares, under the same rules that apply to Regulation A+ offerings now.
Has H.R. 6541 passed the House?
Not yet. The House Financial Services Committee approved it 28-23 and reported it with amendments, and it is on the Union Calendar waiting for a floor vote. It would also need to pass the Senate.
Based on H.R. 6541 bill text
H.R. 6541 Bill Text
“To amend the Securities Act of 1933 with respect to small company capital formation, and for other purposes.”
Source: U.S. Government Publishing Office
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