The US House of Representatives passed the INVEST Act, formally the Incentivizing New Ventures and Economic Strength Through Capital Formation Act, on December 11, 2025, by a bipartisan 302-123 vote, with 87 Democrats joining every Republican present in support. The bill is now sitting with the Senate Committee on Banking, Housing, and Urban Affairs, with no confirmed timeline for a floor vote, but its substance is worth understanding now because of what it would change about who’s allowed to run a venture fund at what size, a question that matters well beyond US borders.
The bill explicitly builds on the Jumpstart Our Business Startups Act, better known as the JOBS Act, which President Obama signed in April 2012 and which reshaped how small and early-stage companies could raise capital in the US, including creating the qualifying-venture-capital-fund exemption this new bill amends in the first place. That’s not the exemption’s only recent change, either: the SEC itself already adjusted the threshold once, in August 2024, raising it from $10 million to $12 million purely to account for inflation under a mechanism Congress had built into the original statute, with the next scheduled inflation adjustment not due until after November 2029. The INVEST Act’s jump to $50 million is a different kind of change entirely, a deliberate policy expansion passed by Congress itself rather than a routine inflation update calculated by the regulator, which is why it needs a full legislative vote instead of just an SEC rulemaking.
The core mechanic is the definition of a “qualifying venture capital fund” under US securities law. Funds that fit this definition get to skip full registration as an investment adviser with the SEC, a significant compliance and cost burden, provided they stay under specific size and investor-count ceilings. Under current rules, that means capping the fund at $12 million and 250 beneficial owners. The INVEST Act would raise both thresholds sharply, to $50 million and 500 beneficial owners, more than a four-fold increase in the capital ceiling and a doubling of the investor-count limit.
The bill also expands what counts toward a fund’s “qualifying investments,” the assets it’s actually allowed to hold while still claiming the exemption. It would let qualifying funds include secondary-market transactions and stakes in other venture capital funds, so long as those fund-of-funds-style investments don’t exceed 49 percent of the fund’s total committed and contributed capital. Separately, it directs the SEC to revise Regulation D so that pitching at sponsored events, university programs, nonprofit demo days, angel-investor groups, accelerator cohorts, no longer automatically counts as “general solicitation,” a technical trigger that currently forces funds into more restrictive fundraising rules the moment they present at anything resembling a public pitch event.
None of this is abstract policy trivia for the kind of fund that actually matters to a market like the Philippines. Newer, smaller, regionally focused funds, the Kaya Founders and Foxmont Capital Partners of the world, or a hypothetical US-based fund built specifically to write checks into Southeast Asian startups, are exactly the vehicles that bump into the current $12 million ceiling fastest, forcing an early and expensive choice between staying artificially small or absorbing full investment-adviser registration costs well before the fund has enough scale to justify them. Raising that ceiling to $50 million gives a fund significantly more room to grow before facing that choice, lowering the fixed cost of standing up a dedicated, smaller-scale vehicle aimed at an underserved regional opportunity rather than a broad global mandate.
The House’s own framing of the bill leans on a similar underserved-market logic, just applied domestically: sponsors have pitched the INVEST Act partly as a way to expand capital access for funds operating in the Midwest, the South, and other historically undercapitalized regions of the US, rather than concentrating venture formation in the handful of ZIP codes around San Francisco, New York, and Boston that already dominate it. That’s essentially the same argument Philippine and Southeast Asian fund managers make about their own market being overlooked in favor of India, Singapore, and China, articulated instead as a regional argument inside the world’s largest capital market.
The bill sits alongside a separate, related piece of legislation that has already become law: the Investing in All of America Act, signed May 19, 2026, though its scope is distinct from the INVEST Act’s fund-size provisions and shouldn’t be conflated with it. The INVEST Act itself remains stalled in the Senate as of this writing, and capital-formation bills with this kind of bipartisan House support have a mixed record of clearing the Senate intact, industry lawyers tracking the bill note it’s unclear whether the Senate will approve the INVEST Act in its current form or substantially rewrite it first.
The Philippine relevance is structural rather than immediate. No provision in the bill mentions the Philippines or Southeast Asia specifically, and nothing changes for Philippine founders the day it passes, if it passes. What it does is lower the fixed cost of forming exactly the kind of dedicated, sub-$50-million cross-border fund that could plausibly lead a Philippine Series A directly, the way Accel did for Zed, rather than requiring a Philippine-focused opportunity to compete for attention inside a much larger fund’s broader Asia mandate. A regulatory change that makes it cheaper to stand up small, focused venture vehicles in the US tends, with a lag of a few years, to produce more of exactly those vehicles, some meaningful share of which end up looking at underserved but structurally interesting markets precisely because a bigger fund wouldn’t bother.
Whether that plays out depends entirely on the Senate, and Congress has a well-documented habit of letting bipartisan House bills sit for a year or more before either passing or quietly dying in committee, the same fate that has met other capital-formation proposals with similarly strong House vote margins in past sessions. Philippine founders and fund managers with an eye on eventual US capital shouldn’t plan around this specific bill passing on any particular timeline, but it’s worth tracking as one of several slow-moving regulatory changes that could meaningfully lower the barrier to entry for the kind of dedicated regional funds the Philippines still has too few of.
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