Accredited investors
Rule 501(a) of Regulation D defines who counts as an accredited investor. Rule 506(c) offerings sell only to accredited investors, and most Rule 506(b) offerings do too.
Last reviewed November 2026
Individuals
- Income. Income over $200,000 in each of the two most recent years, or joint income with a spouse or spousal equivalent over $300,000, with a reasonable expectation of reaching the same level this year.
- Net worth. Net worth over $1 million, alone or with a spouse or spousal equivalent, not counting the primary residence. Mortgage debt on the home is left out up to the home’s value, but debt added in the 60 days before the investment counts unless it was used to buy the home, and debt above the home’s value counts as a liability.
- Professional licenses. Holders in good standing of the Series 7, Series 65 or Series 82 license.
- Knowledgeable employees. Certain employees of a private fund who take part in its investment activities, when they invest in that fund.
- Insiders. Directors, executive officers and general partners of the issuer, or of its general partner.
Entities
- Banks, savings and loan associations, registered broker-dealers, SEC- and state-registered investment advisers and exempt reporting advisers, insurance companies, registered investment companies, business development companies, SBICs and RBICs
- Corporations, partnerships, LLCs, business trusts and 501(c)(3) organizations with total assets over $5 million, not formed to buy the securities offered
- Trusts with total assets over $5 million, not formed to buy the securities, whose investment is directed by a sophisticated person
- Employee benefit plans with a qualifying plan fiduciary or total assets over $5 million, and certain government plans
- Any entity that owns investments over $5 million and wasn’t formed to buy the securities
- Family offices with assets under management over $5 million, and their family clients
- Entities in which every equity owner is an accredited investor
Spousal equivalents
A spousal equivalent is a cohabitant in a relationship generally equivalent to marriage. Spouses and spousal equivalents can combine income or net worth, and the investment doesn’t have to be made jointly.
On September 30, 2026, the SEC requested comment on recognizing more credentials under Rule 501(a)(10), including a CPA license, certain FINRA licenses and a proposed accredited investor exam. Comments are due in December 2026. Until the SEC issues orders, only the Series 7, 65 and 82 licenses qualify.
Confirming accredited status
Under Rule 506(b), you need a reasonable belief that an investor is accredited, which most issuers document with a completed questionnaire. Under Rule 506(c), you must take reasonable steps to verify status, for example by reviewing tax forms or account statements, getting a letter from the investor’s attorney, CPA, investment adviser or broker-dealer, or relying on a high minimum investment under SEC staff guidance from March 2025.
Non-accredited investors
Rule 506(b) allows up to 35 non-accredited purchasers in any 90 calendar days. Each must have enough knowledge and experience in financial and business matters to evaluate the investment, alone or with a purchaser representative, and must receive the disclosure Rule 502(b) requires. Rule 506(c) allows none. Rule 504 allows non-accredited investors, subject to state law.
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