As per the Securities Act of 1933 and defined by the U.S. Securities and Exchange Commission (SEC) in Rule 501 of Regulation D, the investor suitability requirements stated below represent minimum suitability requirements to qualify as an accredited investor:
- Any natural person that has individual net worth or joint net worth with his or her spouse or spousal equivalent, of more than $1 million. “Net worth” means the excess of total assets at fair market value—including personal and real property, but excluding the estimated fair market value of a person’s primary home—over total liabilities.
- Any natural person that has an individual income in excess of $200,000, or joint income with his or her spouse in excess of $300,000, in each of the two most recent years and has a reasonable expectation of reaching the same income level in the current year. The term spousal equivalent shall mean a cohabitant occupying a relationship generally equivalent to that of a spouse.
- Any corporation, Massachusetts or similar business trust, partnership, limited liability company, or organization described in Code Section 501(c)(3) of the Internal Revenue Code not formed for the specific purpose of acquiring units, with total assets over $5 million.
- Any trust, with total assets in excess of $5 million, not formed specifically to purchase the subject securities, whose purchase is directed by a sophisticated person described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act.
- Broker-dealer registered under Section 15 of the Exchange Act, as amended
- Investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) or a business development company (as defined in Section 2(a)(48) of the Investment Company Act)
- Small business investment company licensed by the Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended
- An employee benefit plan within the meaning of ERISA, if the investment decision is made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors.
- Private business development company (as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, as amended).
- Bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity, or any insurance company as defined in Section 2(13) of the Securities Act.
- Plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets of more than $5 million.
- Entity in which all of the equity owners are accredited investors.
In October 2020, the SEC amended the definition of an accredited investor to include the following:
- Natural persons holding in good standing one or more professional certifications or designations or other credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status.
- Any natural person who is a “knowledgeable employee,” as defined in Rule 3c–5(a)(4) under the Investment Company Act of 1940 (the “Investment Company Act”), of the private-fund issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act.
- “Family offices,” as defined in Rule 202(a)(11)(G)–1 under the Advisers Act: (i) with assets under management in excess of $5 million, (ii) that are not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such a family office is capable of evaluating the merits and risks of the prospective investment.
- “Family clients,” as defined in Rule 202(a)(11)(G)–1 under the Advisers Act, of a family office meeting the requirements in new Rule 501(a)(12) and whose prospective investment in the issuer is directed by such family office.
For more information about accredited investor qualifications, see the SEC’s website here or read the details of the final amendment ruling here.
