Accredited investor

An accredited investor is a person or entity that falls within any of the categories in 17 CFR 230.501(a), or that the issuer reasonably believes falls within them at the time of the sale. It determines who can invest, and how much, under U.S. exemptions: Rule 506(c) only admits accredited investors, Rule 506(b) does not count them toward its 35-purchaser limit, and the per-investor limits in Reg CF and Reg A Tier 2 do not apply to them.

Individuals.

• Net worth: over $1,000,000, alone or together with a spouse or spousal equivalent, excluding the primary residence; the mortgage on it is also excluded, up to the home's value (230.501(a)(5)).
• Income: over $200,000 individually or over $300,000 jointly in each of the last two years, with a reasonable expectation of reaching it again (230.501(a)(6)).
• Certifications: the Series 7, Series 65 and Series 82 licenses, designated by Order 33-10823, effective December 8, 2020 (230.501(a)(10)).
• Insiders: directors, executive officers and general partners of the issuer ((a)(4)) and knowledgeable employees of 3(c)(1) or 3(c)(7) funds, only for investments in that fund ((a)(11)).

Entities. Banks, broker-dealers, registered investment advisers, insurance companies, registered investment companies and other institutions ((a)(1)); corporations, LLCs, partnerships, business trusts and 501(c)(3) organizations with more than $5,000,000 in assets, not formed for that investment ((a)(3)); trusts with more than $5,000,000 directed by a sophisticated person ((a)(7)); entities whose equity owners are all accredited ((a)(8)); other entities with more than $5,000,000 in investments ((a)(9)); and family offices with more than $5,000,000 under management and their family clients ((a)(12) and (a)(13)).

The amounts are not adjusted for inflation. The only change to the text in 2025-2026 is a technical amendment to cross-references (Release No. 33-11361, February 18, 2025).

Pending, not in force. On October 5, 2026, the SEC published five notices on possible new designations under (a)(10): an accredited investor exam to be developed by FINRA, CPA, CFA, CFP and the Series 79, 86 and 87 licenses (Releases No. 33-11445 to 33-11449), with comments due by December 4, 2026. Today they do not confer accredited status. The House of Representatives passed H.R. 3394, H.R. 3339 and H.R. 3383 (the "INVEST Act"), which according to their latest published status are before the Senate Banking Committee: none of them is law.

Not the European qualified investor. In the EU, the qualified investor under Regulation (EU) 2017/1129 (Art. 2) refers to the professional client and eligible counterparty of MiFID II and serves mainly as a prospectus exemption. They are not equivalent: an offering aimed at both markets must check each condition separately. Verification under Rule 506(c) is explained in Regulation D; the investor limits, in Regulation Crowdfunding; and the wider context, in asset tokenization in the U.S.

Official sources: 17 CFR 230.501; Order 33-10823; Release No. 33-11361; Notice 33-11445 (Federal Register); 17 CFR 230.506.

Framework verified as of October 13, 2026. At Unknown Gravity we build the platform, smart contracts and integrations, working alongside the client's U.S. securities counsel and registered intermediaries. Verification is the issuer's call, made with its counsel; we are not a broker-dealer or investment adviser. Talk to us.