Accredited Investor Questionnaire
For Informational Purposes Only
A comprehensive self-certification form for SEC Rule 501(a) accredited investor status — updated for the 2020 expanded definition including professional certifications, family offices, and spousal equivalents.
What This Questionnaire Does
An Accredited Investor Questionnaire is the standard compliance form companies use to verify that each purchaser of securities in a private placement qualifies as an “accredited investor” under SEC Rule 501(a) of Regulation D. Without it, your offering may violate federal securities laws — even if every investor actually is accredited.
This template covers both Rule 506(b) offerings (no general solicitation, up to 35 sophisticated non-accredited investors permitted) and Rule 506(c) offerings (general solicitation allowed, but accredited investor status must be affirmatively verified). It includes every category recognized by the SEC through its August 2020 amendments, including professional certification holders, family offices, and family clients.
The questionnaire is structured in five parts: (I) Investor Type classification, (II) Individual Accredited Investor Status with income, net worth, and professional certification checkboxes, (III) Entity Accredited Investor Status covering institutional investors, asset-based qualifications, and all-accredited-owner entities, (IV) Representations and Warranties, and (V) Signature blocks for both individuals and entities.
Why Startups Need This Form
Regulation D Compliance
Rule 506(b) and 506(c) both require the company to have a “reasonable belief” that each purchaser is accredited. A signed questionnaire is the primary evidence. Without it, you risk losing the Regulation D exemption entirely — retroactively making your offering an unregistered sale of securities.
506(c) Verification Requirement
If you used any form of general solicitation (AngelList, social media posts, demo day pitches to the public), you’re under Rule 506(c), which requires “reasonable steps to verify” accredited status. Self-certification alone isn’t enough — you’ll need to follow up with tax returns, bank statements, or a third-party verification letter. This questionnaire establishes the baseline and includes a consent clause for follow-up documentation.
Pairs with Subscription Agreement
While a Subscription Agreement (Reg D) contains some investor representations, a standalone Accredited Investor Questionnaire provides granular, checkbox-level documentation of which specific category the investor qualifies under. This matters for audit trails, future financing due diligence, and SEC examination readiness.
Investor File Best Practices
Experienced counsel will tell you to maintain a “blue sky file” — a complete record of each investor’s qualification. This questionnaire is the backbone of that file. Having it on hand shows diligence to future investors, acquirers, and regulators during any M&A or IPO process.
Key Provisions Explained
Income Test ($200K / $300K)
An individual qualifies if they earned over $200,000 in each of the past two years (or $300,000 jointly with a spouse or spousal equivalent — a term added by the 2020 amendments) and reasonably expects the same this year. “Income” means adjusted gross income as reported to the IRS, not gross receipts.
Net Worth Test ($1M)
An individual qualifies if their net worth — alone or with a spouse/spousal equivalent — exceeds $1,000,000, excluding the value of their primary residence. This exclusion was added by Dodd-Frank in 2010. Mortgage debt up to the home’s fair market value is also excluded; any excess counts as a liability.
Professional Certifications (2020)
The SEC’s August 2020 amendments added holders of Series 7 (General Securities Representative), Series 65 (Investment Adviser Representative), and Series 82 (Private Securities Offerings Representative) licenses as accredited investors — regardless of income or net worth. This recognizes financial sophistication directly.
Family Offices & Family Clients (2020)
Family offices with over $5 million in assets under management and their “family clients” now qualify as accredited investors — provided the investment is directed by a person with sufficient financial sophistication. This closed a gap where wealthy families investing through family offices couldn’t easily participate in Reg D offerings.
Entity $5M Asset Threshold
Corporations, LLCs, partnerships, business trusts, and 501(c)(3) organizations qualify if they have total assets exceeding $5 million and were not formed specifically to acquire the securities being offered. The “not formed for the purpose” requirement prevents investors from simply creating a shell entity to circumvent individual qualification.
All-Accredited-Owner Entities
Any entity — regardless of type or asset level — qualifies if every equity owner is individually an accredited investor. This is common for SPVs (special purpose vehicles) formed by angel groups or syndicates. Each member must separately verify their accredited status, so the questionnaire should be completed by each equity owner.
Rule 506(c) Verification
When general solicitation is used, self-certification is insufficient. The company must take “reasonable steps to verify” — typically requesting tax returns or W-2s (income test), bank/brokerage statements (net worth test), or a third-party verification letter from a broker-dealer, RIA, attorney, or CPA. This questionnaire includes a consent-to-verify clause.
Knowledgeable Employees
“Knowledgeable employees” of private funds — as defined under Rule 3c-5(a)(4) of the Investment Company Act — qualify as accredited investors when investing in the fund that employs them. This allows fund managers, portfolio managers, and other key employees to co-invest alongside the fund’s LPs.
Emerging Provisions (2020–2026)
SEC 2020 Accredited Investor Definition Expansion
In August 2020, the SEC finalized amendments to Rule 501(a) that significantly expanded who qualifies as an accredited investor. The changes moved beyond purely wealth-based criteria to recognize financial sophistication directly. New categories include: holders of Series 7, 65, and 82 licenses; knowledgeable employees of private funds; family offices with $5M+ AUM; family clients of qualifying family offices; and LLCs with $5M+ in assets (previously only corporations qualified under the entity asset test). The SEC also added “spousal equivalent” throughout, extending joint qualification to unmarried cohabitating partners.
Rule 506(c) Third-Party Verification Safe Harbors
For offerings using general solicitation under Rule 506(c), the SEC established non-exclusive safe harbors for “reasonable steps to verify.” These include: reviewing IRS forms (W-2, K-1, tax returns) for the two most recent years plus a written representation of expected income; obtaining bank/brokerage statements dated within three months; or relying on a written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or CPA that has verified the investor’s status within the prior three months. This questionnaire includes the consent mechanism for follow-up verification.
SEC Periodic Review of Accredited Investor Thresholds
Under the Dodd-Frank Act, the SEC is required to review the accredited investor definition at least every four years. The 2020 amendments were the first major expansion since the original 1982 definition. Commentary from SEC staff through 2024–2026 indicates ongoing consideration of whether the $200K/$300K income thresholds and $1M net worth threshold should be adjusted for inflation — which would significantly reduce the pool of eligible investors if adopted. Companies should monitor SEC rulemaking for potential threshold changes.
State Blue Sky Considerations
While Rule 506 offerings benefit from federal preemption of state registration requirements, states can still require Form D filings and collect filing fees. Some states impose their own notice filing deadlines (as short as 15 days after the first sale to a state resident). Additionally, certain states have anti-fraud provisions that may effectively require additional investor suitability documentation beyond what federal rules mandate. Companies should consult counsel on state-specific requirements in each jurisdiction where they have investors.
Rule 506(b) vs. Rule 506(c) Comparison
| Feature | Rule 506(b) | Rule 506(c) |
|---|---|---|
| General Solicitation | Not permitted | Permitted |
| Non-Accredited Investors | Up to 35 “sophisticated” investors allowed | Not permitted — all purchasers must be accredited |
| Accredited Investor Verification | “Reasonable belief” — self-certification generally sufficient | “Reasonable steps to verify” — must review documentation |
| Information Requirements | Must provide specified info to non-accredited investors | No specific information delivery requirements |
| Form D Filing | Required within 15 days of first sale | Required within 15 days of first sale |
| Typical Use Case | Friends & family rounds, warm introductions, VC-led rounds | AngelList syndicates, equity crowdfunding platforms, public fundraising |
| This Questionnaire’s Role | Primary evidence of reasonable belief | Starting point — must be supplemented with verification docs |
How to Use This Template
Related Forms
Disclaimer: This template is provided by Montague Law for informational and educational purposes only and does not constitute legal advice. This questionnaire is based on Rule 501(a) of Regulation D under the Securities Act of 1933, as amended through the SEC’s August 2020 amendments and subsequent guidance through 2026. Use of this template does not create an attorney-client relationship. Companies should consult with qualified securities counsel to ensure their offering documents and investor verification procedures comply with all applicable federal and state securities laws. For legal assistance with your Regulation D offering, contact john@montague.law.