An accredited investor refers to a person or a business organization possessing the legal rights to deal in unregistered securities, typically achieved by fulfilling specific criteria related to their income, net worth, asset volume, governance role, or professional background. The Securities and Exchange Commission (SEC) in the U.S. uses the term under Regulation D, designating these investors as financially savvy and having less reliance on the safeguards offered by mandatory regulatory financial disclosures.
In August 2020, the United States Congress expanded the definition of an accredited investor to encompass individuals possessing specific professional certifications, designations, or credentials, those labeled as “knowledgeable employees” within a private fund, and SEC- and state-registered investment advisors, among other categories.
As outlined in the SEC’s press announcement, these changes permit investors to qualify as accredited based on established criteria relating to professional knowledge, experience, or certifications, complementing the existing income or net worth benchmarks. Furthermore, the amendments broaden the variety of entities eligible to be classified as accredited investors by permitting any entity meeting an investment test to qualify.
Accredited Investor Requirements
The rules governing accredited investor status can differ significantly across various jurisdictions, typically set forth by regional market regulators or competent authorities. In the U.S., the following are the standard accredited investor requirements:
- Income Threshold: An individual must have earned an income exceeding USD 200,000 or a joint income with their spouse exceeding USD 300,000 in each of the two most recent years.
- Net Worth Threshold: Alternatively, an individual must have a net worth exceeding USD 1 million, individually or jointly with their spouse.
An entity qualifies as an accredited investor under several conditions. Firstly, it may be a private business development company or any organization possessing assets above USD 5 million. Furthermore, an entity composed of equity owners, who themselves are accredited investors, also qualifies the entity as an accredited investor. However, an organization cannot attain this status if it was established solely for the purpose of acquiring specific securities.
The Importance of Accredited Investor Requirements
Market regulatory authorities work to balance investment promotion and investor protection, aiming to encourage investments in high-risk ventures, including startups involved in theory-based research and development with no existing marketable product. Despite their high failure risk, these ventures can offer significant returns if successful. However, regulators must protect individual investors, who may lack the financial safety net or knowledge to understand and manage high-risk investments. The accredited investor requirements, then, accommodate both financially stable and experienced investors.
Becoming an accredited investor doesn’t follow a formal procedure. Instead, sellers of securities must verify the investor status of interested individuals or entities. Prospective accredited investors typically approach the issuers of unregistered securities, who may ask them to complete a questionnaire to assess their eligibility. Verification may require supporting documents, such as the following:
- Account information
- Financial statements
- Credit reports
- Balance sheets
- Tax returns
- W-2 forms
- Salary slips
- Letters from CPAs, tax attorneys, investment brokers, or advisors
Investor Accreditation Outside of the U.S.
Countries like Canada, Australia, and Singapore echo U.S. frameworks, setting parallel income and net worth requirements. However, in the European Union and Norway, investor accreditation requires three tests:
- Qualitative Assessment: Appraises the individual’s expertise, knowledge, and experience in making independent investment decisions.
- Quantitative Assessment: Requires the individual to meet two out of three conditions: conducting significant transactions on the relevant market with a frequency of at least ten per quarter for the previous year, possessing a financial portfolio exceeding EUR 500,000, or having spent at least a year working in the financial sector.
- Formal Writing: Declares the wish to be considered a professional client in writing, and the firm they wish to transact with must notify them of the protections they may forfeit.
Countries like India and Switzerland do not provide explicit requirements but advise potential investors to consult local counsel to ascertain their accredited investor status.
Privileges of Investor Accreditation
Investor accreditation opens doors to investment opportunities typically reserved for those with higher financial expertise and resources. Some of the notable privileges that accredited investors enjoy include:
Access to Private Offerings
Accredited investors have the unique opportunity to participate in private offerings, a type of investment typically inaccessible to the general public. Private offerings involve investments in private companies or ventures that have yet to go public, providing a potential for substantial growth. These offerings are unregistered with the SEC, enabling companies to raise capital more quickly and with less regulatory burden.
Venture Capital and Private Equity Investments
Accredited investors also have exclusive access to venture capital and private equity investments. Venture capital, often instrumental in the growth of small businesses and startups with high growth potential, offers accredited investors the chance to invest in the early stages of a company’s development, with the potential to reap significant profits if the company succeeds.
On the other hand, private equity investments involve buying ownership stakes in mature companies that are not publicly traded to improve their performance and sell the stake at a profit. Both venture capital and private equity investments require a deep understanding of business operations and market trends, along with a high-risk tolerance due to the inherent uncertainty involved in these types of investments.
Hedge Fund Participation
Hedge funds are an alternative investment that pools capital from accredited or institutional investors and uses complex strategies to generate high returns. These strategies often involve various investments such as derivatives, equities, bonds, and commodities. Professional fund managers with extensive experience and expertise in financial markets manage hedge funds.
Participating in hedge funds is a significant benefit for accredited investors because of the potential for high returns and the ability to diversify one’s investment portfolio. Hedge funds can also help mitigate risk using advanced investment strategies such as short selling, leverage, and arbitrage.
Besides the above-mentioned investments, an accredited investor may also invest in angel investments, real estate investment funds, and specialty investment funds, such as cryptocurrency.
Moreover, an accredited investor possesses the freedom to invest unlimited amounts of their capital across different investments. However, it’s important to note that individual deals or funds may enforce their own restrictions and caps on the investment sums they are willing to accept from an investor.
Drawbacks of Accredited Investor Investments
While being an accredited investor has numerous advantages, it also comes with drawbacks. Here are some risks that every accredited investor must be aware of:
While high-risk investments have the potential for high returns, they also carry a significant risk of loss, potentially resulting in the complete forfeiture of the initial capital investment. These risks are inherent in notoriously volatile ventures and susceptible to market fluctuations. Furthermore, a lack of liquidity can pose a significant risk if an investor needs to access their capital quickly.
High Minimum Investment Amounts
The nature of the investment opportunities accessible to accredited investors typically involves a significant capital outlay. This high entry barrier can pose a significant financial risk, as a substantial portion of the investor’s capital can be tied up in a single venture. The high minimum investment threshold may also limit the number of opportunities available to an accredited investor and may not be feasible for all investors despite their accredited status.
High Performance Fees
Fund managers or investment firms handle investment opportunities available to accredited investors and charge a performance fee for their services. These fees are typically a percentage of the investment’s annual earnings and can be substantial, particularly for high-value investments. While these fees motivate the fund manager to perform well, they can significantly erode the investment’s returns. Additionally, the investor is often still obligated to pay these fees, even when the investment underperforms.
Long Capital Lock-Up Time
Investments accessible to accredited investors often involve a long capital lock-up period, a predefined period during which investors cannot withdraw their invested funds. This period can range from months to several years, depending on the nature of the investment. This lock-up period can pose a significant disadvantage, especially during times of financial emergency when liquidity is crucial. Moreover, the lock-up limits investors’ flexibility to pursue other potential investment opportunities that may arise during the period.
From private equity to hedge funds and real estate syndications, the privileges associated with investor accreditation are vast. However, these privileges come with responsibilities, and individuals seeking accredited status must meet stringent income and net worth requirements.
As the landscape of financial regulations evolves, so too may the criteria for becoming an accredited investor. Aspiring investors must stay informed about any updates or changes in requirements. Whether through traditional income and net worth thresholds or alternative routes based on knowledge and professional certifications, achieving accredited investor status is a significant milestone in one’s financial journey.