Improving Disclosure for Investors Act of 2025

This bill directs the Securities and Exchange Commission (SEC) to create rules allowing certain financial entities to deliver required disclosure documents to investors electronically. It defines key terms and sets requirements for the transition from paper to electronic delivery, including investor protections.

Sec. 2, Definitions: Defines 'Commission' as the SEC; 'covered entity' as registered investment companies, business development companies, brokers, dealers, municipal securities dealers, government securities brokers or dealers, investment advisers, transfer agents, and funding portals; 'electronic delivery' as direct delivery to an investor's electronic address, posting on a website with notice, or another method designed to ensure receipt; 'regulatory documents' as various required disclosures like prospectuses, reports, proxy statements, and privacy notices; and 'website' as an internet site or digital repository like a mobile app with reasonable investor access.

Sec. 3, Electronic delivery: Requires the SEC to propose rules within 180 days and finalize them within 1 year to allow covered entities to deliver regulatory documents electronically. The rules must include: for investors not already receiving electronic documents, an initial paper communication, a transition period up to 180 days, and an annual paper notice for up to 2 years reminding them they can opt out; content requirements for the initial communication; timing and content for website availability notices; a mechanism for investors to opt out and get paper documents; measures to identify and fix failed electronic deliveries; minimum readability and retainability standards; and for entities other than brokers, dealers, SEC-registered investment advisers, and investment companies, measures to ensure confidentiality of personal information. If the SEC misses the deadline, covered entities may deliver electronically under these provisions, and it will be considered compliant. The SEC must also review its rules within 180 days to find written delivery requirements and amend them within 1 year to allow electronic delivery; self-regulatory organizations must adopt consistent rules; this does not apply to federal statutes specifically requiring written delivery. The bill exempts these electronic deliveries from certain consent requirements under the E-SIGN Act. It does not change the substance or timing of any disclosure obligation.