HR3339-119

What This Bill Does

The Equal Opportunity for All Investors Act of 2025 creates an expertise-based path to accredited-investor status. The Securities and Exchange Commission must revise Regulation D so any natural person who passes a required certification examination qualifies as an accredited investor. Within one year, the SEC must establish an exam, test, certification, or exam program designed so financially sophisticated individuals would be unlikely to fail. The exam must test competency in different types of securities, disclosure requirements for exempt offerings versus registered offerings, corporate governance, financial statements, and private-market risks. The risk topics must include limited liquidity, limited disclosures, subjective and variable valuations, analytical tools for valuation, information asymmetry, leverage risk, concentration risk, longer investment horizons, and conflicts of interest when financial professionals' duties and incentives diverge. Beginning within 180 days after the SEC establishes the exam, a registered national securities association must administer it and offer it free of charge to the public.

Who Benefits and How

Financially knowledgeable people below wealth thresholds, retail investors with securities expertise, licensed financial professionals seeking private-offering access, private-company issuers, private-fund sponsors, venture capital funds, angel-investment networks, and crowdfunding-adjacent capital raisers benefit because the bill gives people a route into Regulation D offerings based on demonstrated knowledge instead of only income, net worth, or institutional status. Investors who pass the free exam could gain access to private companies, private funds, and exempt securities offerings that were previously closed to them.

Who Bears the Burden and How

The Securities and Exchange Commission, SEC Regulation D staff, SEC investor-education staff, FINRA or another registered national securities association, exam vendors, broker-dealers, private-offering compliance teams, investor-protection advocates, and less experienced retail investors bear burdens or risks because the bill requires exam design, administration, free public delivery, competency standards, rule revisions, and monitoring of a larger pool of people exposed to illiquid, lightly disclosed, hard-to-value, leveraged, concentrated, long-horizon private investments and conflicts of interest.

Key Provisions

• Requires the SEC to revise Regulation D to include exam-certified natural persons as accredited investors.
• Requires the SEC to establish the certification exam within one year.
• Requires the exam to be calibrated so financially sophisticated individuals would be unlikely to fail.
• Requires tested topics covering securities types, disclosure regimes, corporate governance, financial statements, private securities, private funds, valuation, liquidity, leverage, concentration, information asymmetry, investment horizons, and conflicts of interest.
• Requires a registered national securities association to administer and offer the exam free to the public within 180 days after establishment.