PlainBillCongress, translated.Legislation. Context. Public interest.Committee on Banking, Housing, and Urban Affairs. Hearings held. Hearings printed: S.Hrg. 112-482.
Congressional Research Service
Version 00 · Introduced in Senate · Nov 8, 2011
Private Company Flexibility and Growth Act - Amends the Securities Exchange Act of 1934 to change the thresholds for total assets and for class of equity security holders of record which trigger the requirement for a securities issuer to register with the Securities and Exchange Commission (SEC). Increases the total assets threshold from $1 million to $10 million, and the class of equity security holders of record threshold from 500-750 to 2,000 persons.
Declares that, with respect to such registration requirement, the definition of "held of record" does not include securities held by persons who received them pursuant to an employee compensation plan in transactions exempted from specified registration requirements of the Securities Act of 1933 (exempt transactions). (Thus exempts securities held such persons from registration requirements.)
Directs the SEC to: (1) revise the definition of "held of record" in accordance with this Act, and (2) adopt safe harbor provisions issuers can follow to determine whether holders of securities have received securities pursuant to an employee compensation plan in an exempt transaction. Requires termination of the registration of a class of security of a bank or bank holding company, and subjects to automatic suspension the related duty to file supplementary and periodic information with the SEC, if the number of holders of record of such class of security is reduced to less than 1,200 persons. Excludes from the identity of municipal advisor (subject to registration requirements) any person appointed to or volunteering on a board, commission, committee, or similar function of a municipal entity. Exempts also from registration requirements any banks, including agencies or branches of a foreign bank.
People & committees
Sen. Toomey, Patrick [R-PA] · R–PA
Legislative record
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Committee on Banking, Housing, and Urban Affairs. Hearings held. Hearings printed: S.Hrg. 112-482.
Committee on Banking, Housing, and Urban Affairs Subcommittee on Securities, Insurance and Investment. Hearings held. With printed Hearing: S.Hrg. 112-465.
Committee on Banking, Housing, and Urban Affairs. Hearings held. Hearings printed: S.Hrg. 112-444.
Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
Introduced in Senate
Primary sources
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Source last updated: Aug 14, 2025. Consult Congress.gov for the current record.
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