HR 2441
Improving Disclosure for Investors Act of 2025
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Bill overview
The Improving Disclosure for Investors Act of 2025 directs the Securities and Exchange Commission (SEC) to establish rules allowing covered entities to deliver regulatory documents to investors electronically. The SEC must provide a mechanism for investors to opt out of electronic delivery and receive paper documents, with ongoing reminders. If the SEC doesn’t finalize these rules within a year, electronic delivery would be permitted. The bill also requires the SEC to review existing rules and amend them to allow for electronic delivery where appropriate, and for self-regulatory organizations to align with these changes.
Key provisions
- The SEC must propose and finalize rules for electronic delivery of regulatory documents.
- Investors must have the option to receive documents electronically or in paper form.
- Covered entities must provide initial communication and annual reminders about opting out of electronic delivery.
- The SEC must review and amend existing rules to allow for electronic delivery.
- Self-regulatory organizations must adopt rules consistent with the SEC’s electronic delivery rules.
- Measures must be implemented to ensure electronic delivery is reliable and documents are readable.
- Covered entities must protect the confidentiality of personal information in electronic documents.
- A covered entity may use electronic delivery if the SEC fails to finalize rules within a year.
Who is affected
- Investors
- Securities and Exchange Commission (SEC)
- Investment Companies
- Registered Broker-Dealers
Sponsors
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Primary sponsor
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119th CONGRESS — 1st Session
H. R. 2441
IN THE HOUSE OF REPRESENTATIVES
A BILL
To provide for the electronic delivery of certain regulatory document required under the securities laws.
This Act may be cited as the Improving Disclosure for Investors Act of 2025
.
Not later than 180 days after the date of the enactment of this section, the Securities and Exchange Commission shall propose and, not later than 1 year after the date of the enactment of this section, the Commission shall finalize, rules, regulations, amendments, or interpretations, as appropriate, to allow a covered entity to satisfy the entity’s obligation to deliver regulatory documents required under the securities laws to investors using electronic delivery.
Rules, regulations, amendments, or interpretations the Commission promulgates pursuant to subsection (a) shall:
With respect to investors that do not receive all regulatory documents by electronic delivery, provide for—
delivery of an initial communication in paper form regarding electronic delivery;
a transition period not to exceed 180 days until such regulatory documents are delivered to such investors by electronic delivery; and
during a period not to exceed 2 years following the transition period set forth in subparagraph (B), delivery of an annual notice in paper form solely reminding such investors of the ability to opt out of electronic delivery at any time and receive paper versions of regulatory documents.
Set forth requirements for the content of the initial communication described in paragraph (1)(A).
Set forth requirements for the timing of delivery of a notice of website availability of regulatory documents and the content of the appropriate notice described in subsection (f)(3)(B).
Provide a mechanism for investors to opt out of electronic delivery at any time and receive paper versions of regulatory documents.
Require measures reasonably designed to identify and remediate failed electronic deliveries of regulatory documents.
Set forth minimum requirements regarding readability and retainability for regulatory documents that are delivered electronically.
For covered entities other than brokers, dealers, investment advisers registered with the Commission, and investment companies, require measures reasonably designed to ensure the confidentiality of personal information in regulatory documents that are delivered to investors electronically.
Nothing in this section shall be construed as altering the substance or timing of any regulatory document obligation under the securities laws or regulations of a self-regulatory organization.
If the Commission fails to finalize the rules, regulations, amendments, or interpretations required under subsection (a) before the date specified in such subsection—
a covered entity may deliver regulatory documents using electronic delivery in accordance with subsections (b) and (c); and
such electronic delivery shall be deemed to satisfy the obligation of the covered entity to deliver regulatory documents required under the securities laws.
The Commission shall—
within 180 days of the date of enactment of this Act, conduct a review of the rules and regulations of the Commission to determine whether any such rules or regulations require delivery of written documents to investors; and
within 1 year of the date of enactment of this Act, promulgate amendments to such rules or regulations to provide that any requirement to deliver a regulatory document in writing
may be satisfied by electronic delivery.
Each self-regulatory organization shall adopt rules and regulations, or amend the rules and regulations of the self-regulatory organization, consistent with this Act and consistent with rules, regulations, amendments, or interpretations finalized by the Commission pursuant to subsection (a).
This subsection shall not apply to a rule or regulation issued pursuant to a Federal statute if that Federal statute specifically requires delivery of written documents to investors.
In this section:
The term Commission means the Securities and Exchange Commission.
The term covered entity means—
an investment company (as defined in section 3(a)(1) of the Investment Company Act of 1940 (15 U.S.C. 80a–3(a)(1))) that is registered under such Act;
a business development company (as defined in section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a))) that has elected to be regulated as such under such Act;
a registered broker or dealer (as such terms are defined, respectively, in paragraphs (4) and (5) of section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)));
a registered municipal securities dealer (as defined in section 3(a)(30) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(30)));
a registered government securities broker or government securities dealer (as such terms are defined, respectively, in paragraphs (43) and (44) of section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)));
a registered investment adviser (as defined in section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-1(a)(11)));
a registered transfer agent (as defined in section 3(a)(25) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(25))); or
a registered funding portal (as defined in the second paragraph (80) of section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))).
The term electronic delivery, with respect to regulatory documents, includes—
the direct delivery of such regulatory document to an electronic address of an investor;
the posting of such regulatory document to a website and direct electronic delivery of an appropriate notice of the availability of the regulatory document to the investor; and
an electronic method reasonably designed to ensure receipt of such regulatory document by the investor.
The term regulatory documents includes—
prospectuses meeting the requirements of section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a));
summary prospectuses meeting the requirements of—
section 230.498 of title 17, Code of Federal Regulations; or
section 230.498A of title 17, Code of Federal Regulations;
statements of additional information, as described under section 270.30e–3(h)(2) of title 17, Code of Federal Regulations;
annual and semi-annual reports to investors meeting the requirements of section 30(e) of the Investment Company Act of 1940 (15 U.S.C. 80a–29(e));
notices meeting the requirements under section 270.19a–1 of title 17, Code of Federal Regulations;
confirmations and account statements meeting the requirements under section 240.10b of title 17, Code of Federal Regulations;
proxy statements meeting the requirements under section 240.14a–3 of title 17, Code of Federal Regulations;
privacy notices meeting the requirements of Regulation S–P under subpart A of part 248 of title 17, Code of Federal Regulations;
affiliate marketing notices meeting the requirements of Regulation S–AM under subpart B of part 248 of title 17, Code of Federal Regulations; and
all other regulatory documents required to be delivered by covered entities to investors under the securities laws and the rules and regulations of the Commission and the self-regulatory organizations.
The term securities laws has the meaning given the term in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).
The term self-regulatory organization means—
a self-regulatory organization, as defined in section 3(a)(26) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26)); and
the Municipal Securities Rulemaking Board.
The term website means an internet website or other digital, internet, or electronic-based information repository, such as a mobile application, to which an investor of a covered entity has been provided reasonable access.