What Is An Accredited Investor
An accredited investor is a person or legal entity with a special status under financial laws, who is allowed to participate in non-registered investments, since being considered an individual with the experience and means to participate in riskier investments and bear any potential losses.
The Securities and Exchange Commission (SEC) concedes companies and private funds the opportunity to not register certain investments as long as the firms sell these assets to accredited investors exclusively.
Who Is an Accredited Investor?
In order to qualify as an accredited investor, a person must meet certain criteria involving his annual income and net worth.
- Annual Income: The investor must have an annual income that exceeds $200,000 or $300,000 for joint incomes, for the last two years. The individual must also expect the same or higher revenue in the current financial year.
- Net worth: The investor must have a net worth of $1 million or higher, either as an individual or jointly if married, at the time of purchase. In the case of an entity, assets must be valued at $5 million or higher or have an owner who is considered an accredited investor.
However, entities formed for the sole purpose of purchasing unregistered securities will not be allowed accredited status.
How do I become an accredited investor?
There’s no formal process of certification offered to prove you’re an accredited investor. There is no government agency to review an investor’s credentials, and no exam or certification exists stating that a person has become an accredited investor. Instead, it is on the companies selling the non-registered investments to verify the qualifications of the buyers.
Typically, the investor is required to fill out a questionnaire that requires details of their annual income and their net worth attaching supporting documents like financial statements, account information and tax return. It is possible some companies require additional information, like letters from financial advisors and attorneys or credit reports.
Why do accredited investors exist?
The Securities and Exchange Commission (SEC) created this distinction to refer to individuals considered “sophisticated investors”, who are not in need of the same levels of financial protections the common investor does.
Allowing only accredited investors to participate in offerings of non-registered securities has the purpose of:
- Regulating companies against advertising to or soliciting investments from non-accredited investors.
- Protecting the regular investors from getting into riskier projects, especially because they may not have the fund reserves to handle a loss
- Making sure that those who meet the qualifications have the financial sophistication necessary to evaluate a private investment and potentially riskier opportunity
- Assuring that the risk of losing their investment falls on those who financially prepared to bear the situation.
Amendment to the Accredited Investor Definition
The SEC announced the adoption of amendments to the definition of “accredited investor,”. In efforts to “simplify, harmonize, and improve” the rules governing the private offering of securities while maintaining investor protections by adding new categories of qualifications, including
- Individuals with professional certifications, designations or credentials issued by an accredited educational institution, which the SEC may designate from time to time;
- Individuals who are “knowledgeable employees” of private funds;
- Limited liability companies (LLCs) with $5 million in assets;
- Entities, such as Indian tribes, governmental bodies, funds and entities organized under the laws of foreign countries, that own investments, in excess of $5 million
- Family offices with at least $5 million in assets under management and their family clients; and
- Spousals may pool their finances for the purpose of qualifying as accredited investors, describe as “spousal equivalent”
Here is the full text of the amendment
The amendments revise Rule 501(a), Rule 215, and Rule 144A of the Securities Act.
The amendments to the accredited investor definition in Rule 501(a):
add a new category to the definition that permits natural persons to qualify as accredited investors based on certain professional certifications, designations or credentials or other credentials issued by an accredited educational institution, which the Commission may designate from time to time by order. In conjunction with the adoption of the amendments, the Commission designated by order holders in good standing of the Series 7, Series 65, and Series 82 licenses as qualifying natural persons. This approach provides the Commission with flexibility to reevaluate or add certifications, designations, or credentials in the future. Members of the public may wish to propose for the Commission’s consideration additional certifications, designations or credentials that satisfy the attributes set out in the new rule;
include as accredited investors, with respect to investments in a private fund, natural persons who are “knowledgeable employees” of the fund;
clarify that limited liability companies with $5 million in assets may be accredited investors and add SEC- and state-registered investment advisers, exempt reporting advisers, and rural business investment companies (RBICs) to the list of entities that may qualify;
add a new category for any entity, including Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of $5 million and that was not formed for the specific purpose of investing in the securities offered;
add “family offices” with at least $5 million in assets under management and their “family clients,” as each term is defined under the Investment Advisers Act; and
add the term “spousal equivalent” to the accredited investor definition, so that spousal equivalents may pool their finances for the purpose of qualifying as accredited investors.
The amendment to Rule 215 replaces the existing definition with a cross-reference to the definition in Rule 501(a).
These amendments were announced on August 26, 2020, and they will take effect 60 days after publication in the Federal Register.
If you are interested, here you can find SEC’s official Press release And if you have any questions about how accredited investors work, do not hesitate to contact us
Board Member Agreements & How to control Corporate Owners In the Cannabis Industry, having the right partners is essential. In practice, a lot of times you will be looking at a “49/51 deal” in which one of the partners has a 51 percent and there’s a second partner...
For a quick assessment of your needs - let's talk to discuss how Trusts can help your business. Business Succession Planning with Trusts Understanding how a trust can help with your business succession is key to assuring your financial stability, both in planned...
Real Estate Lawyer
Whether this is your first land use issue or most recent, our office has helped people and businesses alike.
Illinois Cannabis Lottery - How to calculate the odds of winning multiple licenses. Starting 2020, Illinois became the 11th state to legalize recreational cannabis, letting adults 21 years or older buy cannabis from medical dispensaries while applicants prepared their...
Cannabis Licenses and Due Process Protection A cannabis license is a legal document that allows the licensee to engage in business in the legal cannabis industry of the state for which the license was granted. Nowadays, such licenses are a highly valued commodity,...
Need Help to understand your “Cash Flow Statement”? Then this is the right place for you! The hasty growth and dynamic nature of the cannabis industry have culminated in barbarian and hyper-inflated business valuations, making it immensely tough for companies to...
A valuation cap is a term of a convertible note or a SAFE. It is also a great way to attract investors to any startup, providing them with an incentive to invest. Starting a successful financing round for your business will expose you to a slew of new terms. It is...
Generally speaking, to add a new member to any LLC, you must first follow the operating agreement or the state law regarding LLCs. Though there are some additional things to take into consideration. Most operating agreements lay out how to add a new partner on their...
A subscription agreement is an investor's request to become a member of a limited partnership (LP). It also serves as a two-way warranty between a corporation and a new shareholder (subscriber). The company intends to sell a specific number of shares at a fixed price...