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15 U.S. Code § 77d-1. Requirements with respect to certain small transactions
(a) Requirements on intermediariesA person acting as an intermediary in a transaction involving the offer or sale of securities for the account of others pursuant to section 77d(6) [1] of this title shall—
(1) register with the Commission as—
(A)
a broker; or
(B)
a funding portal (as defined in section 78c(a)(80) [2] of this title);
(2)
register with any applicable self-regulatory organization (as defined in section 78c(a)(26) of this title);
(3)
provide such disclosures, including disclosures related to risks and other investor education materials, as the Commission shall, by rule, determine appropriate;
(4) ensure that each investor—
(A)
reviews investor-education information, in accordance with standards established by the Commission, by rule;
(B)
positively affirms that the investor understands that the investor is risking the loss of the entire investment, and that the investor could bear such a loss; and
(C) answers questions demonstrating—
(i)
an understanding of the level of risk generally applicable to investments in startups, emerging businesses, and small issuers;
(ii)
an understanding of the risk of illiquidity; and
(iii)
an understanding of such other matters as the Commission determines appropriate, by rule;
(5)
take such measures to reduce the risk of fraud with respect to such transactions, as established by the Commission, by rule, including obtaining a background and securities enforcement regulatory history check on each officer, director, and person holding more than 20 percent of the outstanding equity of every issuer whose securities are offered by such person;
(6)
not later than 21 days prior to the first day on which securities are sold to any investor (or such other period as the Commission may establish), make available to the Commission and to potential investors any information provided by the issuer pursuant to subsection (b);
(7)
ensure that all offering proceeds are only provided to the issuer when the aggregate capital raised from all investors is equal to or greater than a target offering amount, and allow all investors to cancel their commitments to invest, as the Commission shall, by rule, determine appropriate;
(8)
make such efforts as the Commission determines appropriate, by rule, to ensure that no investor in a 12-month period has purchased securities offered pursuant to section 77d(6) 1 of this title that, in the aggregate, from all issuers, exceed the investment limits set forth in section 77d(6)(B) 1 of this title;
(9)
take such steps to protect the privacy of information collected from investors as the Commission shall, by rule, determine appropriate;