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Eligibility

Accredited investor status

Who may participate, and how status is verified.

Common bases for accredited status

  • Individual income over $200,000 (or $300,000 jointly) in each of the last two years
  • Individual or joint net worth over $1,000,000, excluding primary residence
  • Holder of a Series 7, 65 or 82 licence in good standing
  • Entity with over $5,000,000 in assets, or all equity owners are accredited

These track 17 CFR 230.501(a): paragraph (a)(6) (income over $200,000, or $300,000 with a spouse or spousal equivalent, in each of the two most recent years with a reasonable expectation of the same this year); paragraph (a)(5) (net worth over $1,000,000, where the primary residence "shall not be included as an asset"); paragraph (a)(10) (holders of professional certifications the SEC has designated — the Series 7, 65 and 82 licences, designated in SEC Release No. 33-10824); and paragraph (a)(3) (entities with total assets over $5,000,000). The rule also covers a person the issuer "reasonably believes" falls within a category. Other categories exist; this list is not exhaustive.

Why we must verify, not just ask

Rule 506(c) permits general solicitation — publicly advertising an offering — only where the issuer takes reasonable steps to verify that every purchaser is an accredited investor. A tick box is not sufficient.

[[VERIFY: State the verification method this offering will actually use, such as a CPA or attorney letter, a third-party verification service, or review of tax and brokerage documents, and have counsel confirm it meets the reasonable steps standard.]]