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Small Company Capital Formation Act of 2011 - (Sec. 2) Amends the Securities Act of 1933 (Act) to direct the Securities and Exchange Commission (SEC) to exempt from its regulation a class of securities for which the aggregate offering amount of all securities sold within the prior 12-month period in reliance upon such exemption does not exceed $50 million. Restricts any such exemption to equity securities, debt securities, and debt securities convertible or exchangeable to equity interests, including any guarantees of such securities.
Subjects to civil liability certain violations arising from offering or selling securities by use of prospectuses and communications. Authorizes the SEC to: (1) require an issuer of such exempted class of securities to make periodic disclosures available to investors regarding the issuer, its business operations, financial condition, corporate governance principles, and use of investor funds; (2) require the issuer to file electronically with the SEC and distribute to prospective investors an offering statement which includes this information; (3) provide for the suspension and termination of this disclosure requirement with respect to that issuer; and (4) prescribe exemption disqualification requirements, substantially similar to regulations adopted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, under which the exemption shall not be available to the issuer and related persons, including predecessors, affiliates, officers, directors, and underwriters.
Requires the SEC to: (1) review and increase biennially such offering amount limitation, as appropriate; and (2) report to certain congressional committees its reasons for not increasing the amount if it determines not to do so.
Exempts from state regulation the securities covered and required exempted from SEC regulation by this Act.
(Sec. 3) Directs the Comptroller General to study the impact of state laws regulating securities offerings (Blue Sky laws) on offerings made under Regulation A (which specifies the terms and conditions of exemption from the registration requirements of the Securities Act of 1933).
Written by the nonpartisan Congressional Research Service, describing H.R. 1070 as passed House amended on Nov 2, 2011. It is not the text of the measure; a later amendment may have changed what it does.
House Nov 2, 2011
Small Company Capital Formation Act
Passed · Two-thirds required
421 Yea 1 Nay 11 not voting
Crossed both parties 1 of 422 voting members broke with their own party: 1 Democrat.
DemocratsRepublicansFilled: YeaRing: NayGrey: not voting or present
433 members on this roll call, from the official House record. Party majorities need at least five voting members, so an independent never counts as breaking with a party.
Signing on is not a vote: a member can cosponsor H.R. 1070 and vote against it. 4 signed when it was filed.
Organizations that named H.R. 1070 in a lobbying disclosure. Only those that cited the bill by number appear, so this is a floor, not a full list.
95 disclosures name this measure. Retrieved from LDA.gov on 2026-10-05. Senate Office of Public Records cannot vouch for the data or analyses derived from these data after the data have been retrieved from LDA.gov.