Accredited investors have a special status that allows them to make investments in unregulated securities, such as early-stage businesses and hedge funds. A popular example of an accredited investor that you might have seen in a movie or TV show is an “angel investor” who funds a promising startup.
Since investing in securities that aren’t regulated by a financial authority like the Securities and Exchange Commission (SEC) can be risky, laws in the US require individuals or entities to meet certain requirements before they can invest in them.
This article will describe what it means to be an accredited investor, how to qualify, and what the accredited investor verification process entails.
What Is an Accredited Investor?
The term “accredited investor” originates from The Securities Act of 1933, which Congress passed after the Great Depression to protect investors from fraud and misrepresentations1. The laws require that investors have access to detailed information regarding their investments, and they prohibit deceit in selling securities.
A private placement is a security that is not registered with the SEC that companies offer directly to investors.
Since private placements are exempt from federal securities laws, the Securities and Exchange Commission adopted Regulation D Rule 501, which defines the qualifications of an accredited investor2. According to Rule 506(c), only investors who meet the financial or professional requirements are permitted to invest in private securities, such as:
- Hedge funds
- Venture capital
- Angel investments
- Private funds
How to Qualify as an Accredited Investor
Registered securities have protections for non-accredited investors who might not have sophisticated financial knowledge. Issuers of registered offerings must disclose significant information about the securities to the investor, but unregistered securities aren’t subject to these requirements.
For that reason, the investors who purchase unregulated placements should have the knowledge and resources to make such a high-risk investment. The qualifications for accredited investors ensure that an individual or entity making investment decisions can handle the greater risk of loss when investing in unregistered securities.
To qualify as an accredited investor, you must meet either certain financial or professional criteria.
Financial Qualifications
You can qualify for accredited status if you meet the following financial criteria:
- Your net worth (or your joint net worth with your spouse) is over $1 million, including all liquid assets except your primary residence.
- Your individual income was over $200,000 (or your joint income was over $300,000) each of the past two years, and you have the reasonable expectation of the same income in the current year3.
Professional Qualifications
If you meet the following professional requirements, you can qualify as an accredited investor:
- Investment professionals in good standing with a Series 7, Series 65, or Series 82 license.
- Directors, general partners, or executive officers of the company selling the securities.
- For securities in a private fund, knowledgeable employees of the fund qualify for accredited investor status3.
Accredited Investor Qualifications for Entities
An entity can also qualify as an accredited investor by meeting one of the criteria below:
Entities with Accredited Equity Owners
An entity where all equity owners are accredited investors qualify for accredited status.
Financial Entities
The following financial entities meet accredited investor requirements:
- Banks
- Savings and loan associations
- Insurance companies
- Registered investment companies
- Business development companies
Entities that Meet Investment and Asset Requirements
Entities with investments over $5 million might qualify as accredited investors. Additionally, corporations, partnerships, LLCs, 501(c)(3) organizations, trusts, and employee benefits plans with more than $5 million in assets can qualify.
Investment Advisors
Other financial entities that can qualify as accredited investors include:
- An SEC or state-registered investment advisor (or exempt reporting advisors)
- An SEC-registered broker dealer3
What Are the Benefits of Having Accredited Investor Status?
While a non-accredited investor can’t access private securities offerings, an accredited investor has opportunities to invest outside the regulated market. This status provides the following benefits:
Opportunities for Higher-yield Investments
Startup companies can take advantage of Rule 506(c) to fundraise outside of public markets, offering private securities to qualified investors. While the securities offered are higher risk and typically require a high minimum investment, they have more potential for higher yields, making them a popular investment vehicle for seasoned investors who can weather the risks.
Ability to Invest in Startups
Most people can’t invest in startups before their initial public offering (IPO), but an accredited investor has opportunities to invest in businesses during the beginning stages. To invest in startups, an accredited investor can invest in a venture capital fund or source private offerings through an online marketplace.
Portfolio Diversification
Investing outside public markets allows you to protect your assets from rising interest rates and other factors that affect public securities. As an accredited investor, you have more opportunities to diversify your portfolio and reduce your risk exposure.
How Do Companies Verify Accredited Investors?
When a company sells unregulated securities to an investor, it must take reasonable steps to verify accredited investor status per the requirements in Rule 501 of Regulation D and have a reasonable belief that the buyer was an accredited investor at the time of the sale. There is no official, federally mandated approval process for accredited investors, so each investment fund is always responsible for the verification process.
Companies can determine the accredited status of a potential investor in several ways, including:
Income and Net Worth Verification
To confirm their status as an accredited investor, an investor can submit official documents for net worth and income verification, including:
- Tax returns
- Pay stubs
- Financial statements
- IRS forms
- Credit report
- Brokerage statements
- Tax assessments
The investor’s net worth equals total assets minus liabilities, not including the primary residence. A mortgage also doesn’t count as a liability unless the loan is more than the fair market value of the residence4.
An investor can also submit a letter from their accountant, employer, or a registered broker or advisor confirming their investor status.
Third-party Accredited Investor Verification
A third-party verification letter qualifies an investor’s accredited status by certifying that a registered broker, investment advisor, licensed attorney, or certified public accountant took steps to confirm the investor’s status within the last three months (5).
The verification letter should include confirmation from the investor that:
- The supporting documents (including federal income tax forms) provided to the third-party verifier are true, correct, and complete.
- The investor reasonably expects to earn income in the current calendar year that meets the income qualifications.
- The investor disclosed all liabilities necessary to determine their net worth.
Companies can also use third-party services that verify accredited investors. Here’s an example of a letter for investor verification.
Should You Only Accept Financial Advice from an Accredited Investor?
While you might think of accredited investors simply as high-net-worth individuals, many experienced financial professionals qualify as accredited investors because of their in-depth knowledge of investments.
However, spouses and spousal equivalents of accredited investors also qualify without needing to meet the financial or professional requirements, so it’s still important to verify your advisor’s professional qualifications before making investments based on their suggestions.
Links:
1 https://www.ecfr.gov/current/title-17/chapter-II/part-230/subject-group-ECFR6e651a4c86c0174/section-230.501 2 https://www.sec.gov/oiea/investor-alerts-bulletins/ib_privateplacements 3 https://www.sec.gov/education/capitalraising/building-blocks/accredited-investor 4 https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins/updated-3
