Small Business Relief Act

The Small Business Relief Act would change how the Securities and Exchange Act determines whether a class of securities must be registered with the SEC. Specifically, it would exclude qualified institutional buyers (QIBs) and institutional accredited investors (IAIs) from counting toward the number of holders used to trigger the mandatory registration threshold under Section 12(g)(1). In practical terms, this lowers the chance that a company with many large institutional holders would be required to register its securities, thereby reducing regulatory burdens for some small or private issuers. The bill also bars the SEC from using its general exemptive authority to override or alter this exclusion, preserving the legislative change as written. Overall, the bill aims to make it easier for small businesses and private issuers to raise capital without immediately facing public registration requirements, at the potential cost of reduced public disclosure and investor protection for certain holders.