What US SEC - 17 CFR 230.501 Regulation D Rule 501 Definitions and Terms Used in Regulation D (Including Accredited Investor) requires
17 CFR 230.501 titled 'Definitions and terms used in Regulation D' is the SEC rule defining the term 'accredited investor' (along with other key terms used in the Regulation D private placement safe harbors at 17 CFR 230.504 and 230.506). Paragraph (a) lists the categories of natural persons and entities that qualify as accredited investors: (1) banks, savings and loan associations, broker-dealers registered with the SEC, insurance companies, investment companies registered under the Investment Company Act, Business Development Companies, Small Business Investment Companies, Rural Business Investment Companies, plans established by states for the benefit of state employees, and employee benefit plans within the meaning of ERISA with $5 million in assets or where investment decisions are made by a plan fiduciary; (2) private business development companies as defined in section 202(a)(22) of the Investment Advisers Act; (3) organizations described in section 501(c)(3), corporations, Massachusetts or similar business trusts, partnerships, or limited liability companies, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) directors, executive officers, or general partners of the issuer; (5) natural persons whose individual net worth (or joint net worth with that person's spouse or spousal equivalent) exceeds $1,000,000, excluding the value of the primary residence; (6) natural persons with individual income exceeding $200,000 in each of the two most recent years (or joint income with a spouse or spousal equivalent exceeding $300,000 in each of those years) with a reasonable expectation of reaching the same income level in the current year; (7) trusts with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the offered securities and directed by a sophisticated person; (8) entities in which all of the equity owners are accredited investors; (9) entities with investments in excess of $5,000,000 not formed for the specific purpose of acquiring the offered securities; (10) natural persons holding in good standing SEC-designated professional certifications and other credentials; (11) knowledgeable employees of a private fund; (12) family offices with at least $5,000,000 in assets under management and family clients of such family offices; and (13) certain other categories as designated by the Commission. The accredited investor definition is the central qualification for participation in Rule 506(b) and 506(c) private placements without registration under the Securities Act of 1933.
Pillar: Banking & Global Finance · Authority: US Securities and Exchange Commission · Version: 1.0.0 · Last updated:
Primary source: https://www.ecfr.gov/current/title-17/section-230.501
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Primary Citations — 11 traced to source
- 17 CFR 230.501 - Definitions and terms used in Regulation D - regulatory text at https://www.ecfr.gov/current/title-17/section-230.501
- 17 CFR 230.501(a)(1) - institutional accredited investors (banks, SLs, broker-dealers, insurance companies, registered investment companies, BDCs, SBICs, RBICs, state employee benefit plans, qualifying ERISA plans)
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