Guide
Accredited Investor Requirements
The SEC Rule 501(a) thresholds, how verification actually works, and what changes if you don't qualify. Current for 2026.
Almost every private market transaction described on this site is available only to accredited investors. The definition sits in SEC Rule 501(a) of Regulation D, and it is narrower than most people expect and broader than most people realize.
The thresholds have not changed in 2026.
The Individual Tests
You qualify if you meet any one of the following.
Income
Individual income above $200,000 in each of the two most recent years, or joint income with a spouse or spousal equivalent above $300,000 in each of those years — with a reasonable expectation of reaching the same level in the current year.
Both parts matter. Two qualifying years plus a reasonable expectation of a third. A single exceptional year does not qualify you, and a qualifying history followed by a known drop in current income does not either.
Net Worth
Net worth above $1 million, individually or jointly with a spouse, excluding the value of your primary residence.
The primary residence exclusion is the part people get wrong. The home does not count as an asset. Mortgage debt on it generally does not count as a liability either — unless the mortgage exceeds the home's fair value, or you increased borrowing in the 60 days prior.
Professional Licenses
Holding a Series 7 (General Securities Representative), Series 65 (Investment Adviser Representative), or Series 82 (Private Securities Offerings Representative) in good standing.
This route was added in 2020 and is the only one that does not depend on wealth. If you hold one of these licenses, you qualify regardless of income or net worth.
Entity Tests
Entities qualify through several routes, most commonly:
Knowledgeable employees of a private fund are accredited with respect to that fund, regardless of their personal financial position.
- Entities with assets over $5 million not formed for the specific purpose of the investment
- Entities in which all equity owners are accredited investors
- Banks, insurance companies, registered investment companies, and business development companies
- Employee benefit plans with assets over $5 million, or where investment decisions are made by a qualifying fiduciary
- Family offices with over $5 million in assets under management, and their family clients
- Certain trusts with over $5 million in assets, directed by a sophisticated person
How Verification Actually Works
Meeting the test and proving it are separate steps, and which one you face depends on how the offering is structured.
Self-certification Rule 506(b)
Applies to offerings that do not involve general solicitation. You check a box and represent that you qualify. The issuer relies on your representation.
Third-party verification Rule 506(c)
Applies to offerings that are generally solicited. Here the issuer must take reasonable steps to verify, and a checkbox is not sufficient.
In practice, third-party verification means one of:
- Two years of tax returns or W-2s, plus a written representation about the current year
- Bank, brokerage, and credit report documentation for the net worth test
- A verification letter from a licensed attorney, CPA, registered investment adviser, or registered broker-dealer confirming they have reviewed your position and you qualify
The verification letter is the common path. Several services will produce one for a modest fee, and it is generally valid for three months.
Expect to be asked for real documentation. A sponsor that accepts a checkbox for a publicly advertised offering is either not following Rule 506(c) or not running the offering you think they are.
If You Don't Qualify
The honest answer is that most private market routes close. A few things remain:
Reg A+
Open to non-accredited investors, with investment capped as a percentage of income or net worth. The companies using Reg A+ are generally much earlier stage and much smaller than anything covered on this site.
Equity crowdfunding
Under Regulation CF operates similarly to Reg A+, with lower caps and earlier-stage issuers.
Public proxies
The realistic route to the same themes. Post-IPO, the companies become ordinarily accessible — SpaceX now trades on Nasdaq under SPCX like any listed security, with no accreditation, no SPV, and no minimum.
Be skeptical of workarounds. Structures that promise non-accredited access to named late-stage private companies are, at best, several layers of derivative exposure with fees at each layer. At worst they are not what they claim to be.
A Note on What Accreditation Means
Accreditation is a wealth test, not a competence test. Clearing $1 million in net worth does not make anyone better at evaluating a private company, and the regulation does not claim otherwise — the premise is that you can absorb the loss, not that you can avoid it.
Treat qualification as permission to participate, not as evidence that participation is a good idea.