Accredited Investor Requirements: Do You Qualify?

The tests

What qualifies you as an accredited investor?

An accredited investor is a person or entity that meets one of the tests in Rule 501(a) of the Securities and Exchange Commission (SEC). Private offerings under Regulation D rely on that definition. An individual can qualify through income, net worth, a securities license or a senior role at the company selling the investment. Meeting any one of them is enough.

Status is judged when you buy. The rule covers anyone who meets a category, or whom the seller "reasonably believes" meets one, "at the time of the sale of the securities to that person."

Do you need $200,000 of income to be an accredited investor?

You do not need $200,000 of income to be an accredited investor. Income is one route, and net worth or a license can qualify you without it.

The income test in Rule 501(a)(6) covers "any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year."

A spousal equivalent is "a cohabitant occupying a relationship generally equivalent to that of a spouse." Unmarried partners can therefore use the joint test. One strong year does not count on its own. For example, a $500,000 bonus year after a $150,000 year fails the individual income test until a second year clears $200,000.

Net worth math

Does your home count toward the $1 million net worth test?

Your primary residence does not count toward the $1 million net worth test. Rule 501(a)(5) covers "any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000." Its first instruction is that "the person's primary residence shall not be included as an asset."

The mortgage on the home is left out of your liabilities up to the home's value. Two exceptions catch people out:

• Any mortgage balance above the home's value counts as a liability.
• Any increase in home-secured debt in the 60 days before you invest counts as a liability, unless it came from buying the home.

A second home or a rental property is an asset like any other; only the primary residence is excluded.

Do a 401(k) and an IRA count toward accredited net worth?

A 401(k) and an IRA count toward accredited net worth, because the rule excludes only the primary residence. Money in a 401(k), IRA or other retirement account counts at its value. So do brokerage accounts, cash, other real estate and shares you own outright, including restricted stock units (RSUs) that have vested. The guide on retirement accounts and net worth covers what changes when the account itself makes the investment.

Licenses and insiders

How can you become an accredited investor without a high income?

A securities license is the main route that does not depend on money. The SEC has designated three credentials under Rule 501(a)(10), each held in good standing:

• The Series 7 (general securities representative).
• The Series 65 (investment adviser representative).
• The Series 82 (private securities offerings representative).

Investor.gov notes that good standing "is specific to the designation," so check the Financial Industry Regulatory Authority (FINRA) and state rules for yours.

Two narrower routes apply to one company at a time. A director, executive officer or general partner is accredited for that company's own offering. A knowledgeable employee of a private fund is accredited for that fund. That means an executive, or staff who have worked on its investments for at least 12 months.

No profession qualifies anyone by itself today. A medical degree, a law license, a certified public accountant (CPA) license or an executive title does not make you accredited. The income, net worth and license tests do. The guides for doctors and dentists, lawyers and tech workers with RSUs start from the tests for that reason.

Rule changes

Are the accredited investor rules changing?

The accredited investor rules have not changed yet. As of October 20, 2026, the $200,000 income and $1 million net worth thresholds are the ones set in 1982. The $300,000 joint test dates from 1988. The definition's substance has not changed since amendments published October 9, 2020. The latest amendment to Rule 501 (February 18, 2025) only fixed typos and cross-references.

On September 30, 2026, the SEC asked for public comment on five possible new ways to qualify.

• Passing a new accredited investor exam that FINRA would develop.
• A U.S. CPA license in good standing.
• The CFA charter.
• CFP certification.
• The Series 79, or the Series 86 and 87.

Comments are due December 4, 2026. Each would be an SEC order designating a credential, none is in effect, and a CPA, CFA or CFP does not qualify you today.

As described, the exam would be open to anyone 18 or older and take about two hours. It would cost about as much as the $100 Securities Industry Essentials (SIE) exam and stay valid for ten years. Those details could change.

The thresholds have never been indexed to inflation. A December 14, 2023 SEC staff report found that qualifying households grew from about 1.8% in 1983 to more than 18% in 2022. It also found that inflation-adjusted thresholds would have been $3,037,840 of net worth and $607,568 of individual income by 2022.

The SEC's agenda also lists a broader project, "Updating the Exempt Offering Pathways," with no proposal published as of October 20, 2026.

Trusts and companies

Can a trust or LLC be an accredited investor?

A trust, LLC, partnership or corporation is an accredited investor if it meets one of the entity tests in Rule 501(a). Most of those tests need more than $5 million and an entity that was not formed for the specific purpose of buying the securities offered.

The all-owners test lets a family LLC qualify through its owners. The rule allows looking through layers of ownership to the people at the end. An LLC owned by two accredited spouses qualifies with any amount of assets.

A new LLC set up only to make one investment fails the $5 million tests, because it was formed for that purpose. It can still pass if all of its owners are accredited.

Proving it

How do you prove you are an accredited investor?

Proof depends on how the offering is sold.

A Rule 506(b) offering cannot advertise, and the sponsor needs only a reasonable belief that you qualify, which is often based on a written questionnaire. A Rule 506(c) offering can advertise, but the sponsor must take "reasonable steps to verify" that every buyer is accredited. The guide to 506(b) and 506(c) offerings explains the split. A separate sponsor guide covers the sponsor's 506(c) verification duties.

For a Rule 506(c) offering, have one of these ready. The rule lists them as examples, so a sponsor may accept another method.

1. IRS forms showing income for the last two years, such as a W-2, 1099, Schedule K-1 or Form 1040, plus your written statement about this year.
2. Bank, brokerage or other asset statements dated within the last three months, plus a credit report from a nationwide credit bureau. Add your written statement that you have disclosed all liabilities.
3. A letter dated within the last three months from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a CPA in good standing.
4. If the same sponsor verified you before, a new written statement, good for five years from that verification.

What is an accredited investor verification letter?

An accredited investor verification letter is a written confirmation that a professional has checked your status and found that you qualify. The writer can be a broker-dealer, SEC-registered adviser, attorney or CPA. You share tax returns or statements once, with the professional who writes it, instead of with every sponsor. The letter must be dated within the prior three months, and each sponsor decides which letters it accepts.

A large check can also change the process. SEC staff issued a no-action letter on March 12, 2025. It agreed that a Rule 506(c) sponsor can rely on a minimum of at least $200,000 for individuals ($1,000,000 for entities). The sponsor also needs your written statements that you are accredited and that a third party is not financing the investment.

In Relli's analysis of SEC Form D data, only 9.3% of real estate Rule 506(c) offerings set a minimum that high. That covers filings from October 1, 2025 to September 30, 2026, so most offerings still verify the standard way. The study of real estate minimums in Form D filings has the breakdown.

Questions about your finances are a good sign. The SEC tells investors to "be highly suspicious of anyone who offers you private investment opportunities without asking about your net worth or income."

Not accredited yet

What if you are not an accredited investor?

A non-accredited investor can still own real estate investments, but through fewer private offerings and more public or capped ones. Each route has its own limits.

Sophisticated means having enough knowledge and experience in financial matters, alone or with an adviser, to judge the investment's merits and risks. The Regulation A cap applies to shares not listed on an exchange.

Regulation Crowdfunding caps what a non-accredited investor can put into all such offerings in 12 months. If either income or net worth is under $124,000, the cap is the greater of $2,500 or 5% of income or net worth. Otherwise, it is 10%, up to $124,000.

Few private real estate offerings take non-accredited money. In Relli's analysis of 4,172 real estate Form D filings from October 2025 to September 2026, 69.9% used Rule 506(b). Only 20.7% of those said they might sell to non-accredited investors. Another 29.3% used Rule 506(c), which cannot. The guide to options for non-accredited investors compares crowdfunding, Regulation A and syndications.

Keeping your status

Do you have to apply for accredited status, and can you lose it?