How to Become an Accredited Investor: SEC Rules Explained
By Josh Heine, Content Strategist at Simple Mining
Published November 12, 2026
How to become an accredited investor has a short answer: you don’t apply to the SEC, you meet one of its tests, and the company selling the securities checks it. The main tests for individuals cover income, net worth, certain securities licenses, and insider roles at the company selling the securities. Meeting any one of them is enough. This guide explains how the SEC rules work. It isn’t investment, tax, or legal advice, and it doesn’t say whether you should become accredited or what to buy.
On this page · 10 sections
- What Is an Accredited Investor?
- What Are the SEC's Accredited Investor Requirements?
- Insiders, Knowledgeable Employees, and Family Clients
- How to Become an Accredited Investor, Step by Step
- How Is Accredited Investor Status Verified?
- Can an LLC or Trust Be an Accredited Investor?
- What New Accredited Investor Paths Is the SEC Considering?
- Which Alternative Investments Are Open to Non-Accredited Investors?
- FAQs About Accredited Investors
- Own Bitcoin Mining Hardware With Simple Mining
Key Takeaways
- You become an accredited investor by meeting one SEC test, and the company selling the securities assesses whether you meet it.
- Individuals qualify with income over $200,000 ($300,000 with a spouse or spousal equivalent) in each of the two most recent years, net worth over $1 million excluding the primary residence, or a Series 7, 65, or 82 license in good standing.
- In a Rule 506(b) offering the company needs a reasonable belief that you are accredited, and in a Rule 506(c) offering it must take reasonable steps to verify. Checking a box alone meets neither standard.
- Under Rule 506(c), if the same company verified you before, a new written representation from you covers five years from that verification, unless the company is aware of information to the contrary.
- Non-accredited investors can buy into registered public offerings, Regulation Crowdfunding, Regulation A, and some Rule 506(b) offerings, each with its own limits.
What Is an Accredited Investor?
An accredited investor is an individual or entity that meets one of the tests in the SEC's accredited investor definition. The definition is part of Regulation D, the SEC rules behind many exempt offerings, including private placements under Rule 506. Some of these offerings, such as Rule 506(c) offerings, are open to accredited investors only.
The category matters because of what an exempt offering can leave out. In a Rule 506 offering, the company selling the securities does not have to give accredited investors the information Rule 502(b) requires for non-accredited buyers. These offerings carry risks, including the loss of the entire investment.
What Are the SEC's Accredited Investor Requirements?
The SEC's accredited investor requirements give an individual several tests, and meeting any one of them is enough. Rule 501(a) of Regulation D sets out an income test, a net worth test, a test for professional credentials the SEC designates, and tests for insiders of the company selling the securities.
| Test | Threshold | Who it fits |
|---|---|---|
| Income | Over $200,000 alone, or $300,000 with a spouse or spousal equivalent, in each of the two most recent years | Earners with a reasonable expectation of the same level this year |
| Net worth | Over $1 million, alone or with a spouse or spousal equivalent | Anyone who clears the figure with the primary residence left out |
| License | Series 7, Series 65, or Series 82, held in good standing | License holders, with no dollar threshold |
| Insider | Director, executive officer, or general partner of the issuer, or a knowledgeable employee of a private fund | Insiders, for that issuer's offering only, and fund employees, for funds their employer manages |
Income Test
The income test asks for income over $200,000 alone in each of the two most recent years. With a spouse or spousal equivalent, the figure is $300,000 of combined income in each of those years. You also need a reasonable expectation of the same level of income this year.
In the rule's words, a spousal equivalent is "a cohabitant occupying a relationship generally equivalent to that of a spouse." The same term applies in the net worth test.
Net Worth Test
The net worth test asks for net worth over $1 million, alone or with a spouse or spousal equivalent, not counting the primary residence. This is what net worth excluding primary residence means in practice.
The home itself is not an asset in the math. The mortgage on it is not a liability, up to the home's estimated fair market value. Any debt above that value counts as a liability.
A 60-day rule applies to new borrowing against the home. If the debt on it rose in the 60 days before the purchase of the securities, the increase counts as a liability unless it came from buying the home.
Counting net worth with a spouse or spousal equivalent does not require the two of you to hold the property together.
Series 7, 65, or 82 License
A Series 7, Series 65, or Series 82 license held in good standing makes an individual an accredited investor, with no income or net worth threshold. This credential route has existed since the SEC's 2020 amendments (Release 33-10824), which took effect December 8, 2020. A separate SEC order (Release 33-10823) designated the Series 7, 65, and 82 licenses.
The Series 65 accredited investor route runs through an exam from the North American Securities Administrators Association (NASAA), administered by FINRA. It has 130 scored questions, a 180-minute time limit, no corequisite exam, and a $187 fee.
Passing the Series 65 is not enough on its own. The SEC's compliance guide on the 2020 amendments says a person using this route "would also need to be licensed as an investment adviser representative in her state" and meet that state's licensing requirements. You don't need a sponsor to sit for the exam, but under NASAA's guidance the license application goes through the investment adviser firm you are affiliated with.
The Series 7 has different requirements. Candidates must be associated with and sponsored by a FINRA member firm, the Securities Industry Essentials (SIE) exam is a corequisite, and the fee is $395.
Insiders, Knowledgeable Employees, and Family Clients
Directors, executive officers, and general partners of the issuer qualify for that issuer's offering. The issuer is the company selling the securities.
Knowledgeable employees of a private fund qualify for that fund and other private funds their employer manages. The status does not carry over to other offerings.
A family client of a family office can also qualify, when the family office is itself an accredited investor and directs the investment.
How to Become an Accredited Investor, Step by Step
To become an accredited investor, you confirm that you meet one test, document it, and let the company selling the securities check it. None of the steps involves an application to the SEC.
1. Pick the Test You Meet
Start with the one test you meet: income, net worth, a Series 7, 65, or 82 license, or an insider role at the issuer. You need only one.
2. Run the Numbers With the Residence Rule
For the income test, check each of the two most recent years against $200,000, or $300,000 with a spouse or spousal equivalent. For the net worth test, leave your primary residence out of your assets. Leave the mortgage out of your liabilities up to the home's estimated fair market value, and count any debt above it. Count any increase in that debt from the 60 days before the purchase, unless it came from buying the home.
3. Gather the Documents the Issuer May Ask For
Gather the records a company may ask for in a Rule 506(c) offering. For income, those are IRS forms that report your income for the two most recent years, such as a W-2, 1099, Schedule K-1, or Form 1040. For net worth, those are statements dated within the prior three months, a consumer report, and your written representation that you have disclosed all liabilities. A written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or CPA is another route.
4. Expect the Issuer to Check
Expect the company selling the securities to assess whether you are accredited. In a Rule 506(b) offering, it needs a reasonable belief that you are. In a Rule 506(c) offering, it must take reasonable steps to verify. Checking a box alone does not meet either standard.
5. Plan for a Check on Each Offering
Plan for a check each time you invest, since each company selling securities makes its own assessment. Under Rule 506(c), if the same company verified you before, a new written representation from you covers five years from that verification, unless the company is aware of information to the contrary.
How Is Accredited Investor Status Verified?
The company selling the securities verifies accredited investor status, and the standard depends on the type of offering. In a Rule 506(b) offering, the company needs a reasonable belief that the investor is accredited. In a Rule 506(c) offering, it must take reasonable steps to verify. The SEC's page on assessing accredited investors under Regulation D says self-certification by checking a box alone is not enough.
To verify accredited investor status in a Rule 506(c) offering, the rule lists these methods.
| Method | What you provide | Source rule |
|---|---|---|
| Income review | IRS forms reporting income for the two most recent years (W-2, 1099, Schedule K-1, Form 1040), plus a written representation | Rule 506(c)(2)(ii) |
| Net worth review | Statements dated within the prior three months, a consumer report, and a written representation that all liabilities are disclosed | Rule 506(c)(2)(ii) |
| Written confirmation | A letter from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or CPA stating that the writer took reasonable steps to verify your status within the prior three months | Rule 506(c)(2)(ii) |
| Prior verification | A new written representation, within five years of a prior verification by the same company | Rule 506(c)(2)(ii) |
| High minimum investment | At least $200,000 for individuals accredited on income or net worth, or $1,000,000 for entities, plus two written representations | SEC staff letter, March 12, 2025 |
An accredited investor verification letter is the written confirmation method. A registered broker-dealer, an SEC-registered investment adviser, a licensed attorney, or a CPA writes it, stating that the writer took reasonable steps to verify your status within the prior three months and determined that you are accredited.
In an SEC staff letter dated March 12, 2025, SEC staff said a high minimum investment can be a reasonable verification step. The minimum is at least $200,000 for individuals who qualify on income or net worth and $1,000,000 for entities, and entities that qualify only through their owners have their own per-owner conditions. The investor also gives two written representations: that the investor is accredited, and that a third party is not funding the investment for that purpose. The company must have no actual knowledge of facts showing otherwise. Because the method covers the income and net worth tests, it doesn't apply to someone who qualifies only through a license.
Can an LLC or Trust Be an Accredited Investor?
An LLC or trust can be an accredited investor when it meets one of the SEC's entity tests. An LLC qualifies with total assets over $5 million if it was not formed for the specific purpose of acquiring the securities offered. A trust qualifies under the same asset test and condition if its purchase is directed by a person with the knowledge and experience to evaluate the merits and risks of the investment. Any entity also qualifies if all of its equity owners are accredited investors.
Entity types the rule doesn't already list can qualify by owning investments over $5 million, if they weren't formed for the specific purpose of acquiring the securities. A family office with over $5 million under management also qualifies if it meets the rule's other conditions.
What New Accredited Investor Paths Is the SEC Considering?
The SEC is considering six possible new routes to accredited investor status, and none of them is final. As of November 2026, the SEC has issued five notices, dated September 30, 2026, asking for comment on a FINRA-developed accredited investor exam, a CPA license, the CFA charter, the CFP certification, the Series 79 license, and the Series 86 and 87 licenses. Comments are due December 4, 2026.
These are requests for comment, not final rules. Holding a CPA license, a CFA charter, a CFP certification, or one of those licenses does not make anyone accredited today.
The proposed FINRA accredited investor exam would be open to anyone 18 or older, with no firm affiliation needed. Passing would count for ten years.
Which Alternative Investments Are Open to Non-Accredited Investors?
A non-accredited investor can buy into registered public offerings, Regulation Crowdfunding offerings, Regulation A offerings within set limits, and some Rule 506(b) offerings. The SEC's overview of the pathways companies use to raise capital shows who can invest in each.
- Registered public offerings: Open to the general public.
- Regulation Crowdfunding: Open to non-accredited investors, with limits on what each can invest across all Regulation Crowdfunding offerings in the 12 months before a purchase. If either annual income or net worth is under $124,000, the limit is the greater of $2,500 or 5% of the greater of the two. If both are $124,000 or more, the limit is 10% of the greater. Total purchases are capped at $124,000.
- Regulation A: In a Tier 2 offering, a non-accredited investor may buy no more than 10% of the greater of annual income or net worth, unless the securities are listed on a national exchange. Tier 1 offerings run up to $20 million and Tier 2 offerings up to $75 million in 12 months.
- Rule 506(b): Up to 35 non-accredited purchasers in any 90-day period. Each must have enough knowledge and experience, alone or with a purchaser representative, to evaluate the investment.
- Rule 506(c): Accredited investors only.
What the types of alternative investments are, and how each one works, is a separate topic from the offering rules above.
FAQs About Accredited Investors
How much money do you need to be an accredited investor?
An individual needs income over $200,000 in each of the two most recent years ($300,000 with a spouse or spousal equivalent), or net worth over $1 million excluding the primary residence. The Series 7, 65, or 82 license route has no dollar threshold.
Can anyone be an accredited investor?
Anyone who meets one of the SEC's tests is an accredited investor. A proposed FINRA exam would be open to anyone 18 or older, but it is not final.
Is there an accredited investor certification?
Under the SEC's rules, the company selling the securities assesses whether you are accredited, and it does so for each offering. In a Rule 506(c) offering, one way to verify is a written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or CPA stating that the writer took reasonable steps to verify your status within the prior three months.
Can you become an accredited investor without $1 million?
Yes. The income test does not look at net worth: it asks for income over $200,000, or $300,000 with a spouse or spousal equivalent, in each of the two most recent years. A Series 7, 65, or 82 license held in good standing also qualifies, with no dollar threshold. For the Series 65, that means a state license as an investment adviser representative, not just a passing exam score.
Own Bitcoin Mining Hardware With Simple Mining
Simple Mining sells Bitcoin miners and hosts them for the clients who own them. It isn't cloud mining or rented hashrate, and the cloud mining vs. hosting comparison explains the difference.
Browse current models in our Bitcoin miner shop, or read how our ASIC miner hosting service works. To see hosted mining in action before you buy, start a 7-day free trial on an Antminer S21+ at 235 TH/s.