Steps to Determine if an Investor is Accredited

Private funds will be able to advertise and solicit for investor, provided all of the investors are “accredited investors.” The will dramatically change the way capital raising for private funds operates.

The drawback is the loss of 35 non-accredited investors in the fund. That exception has been eliminated. Funds will need to wait until the Securities and Exchange Commission issues the rules under Section 201 of the JOBS Act.

Part of those rules may be a mandated approach to determine if someone is an accredited investor.

“Such rules shall require the issuer to take reasonable steps to verify that purchasers of the securities are accredited investors, using such methods as determined by the Commission.”

The SEC may take the opportunity to mandate an approach to validate an investor’s financial standing. As with most regulations, it could clear up uncertainty or create a paperwork headache (or both).

Will you need a copy of an investor’s W-2? A certified financial statement? Those are reasonable requests. However it would create much more personal information that would need to be safeguarded by the fund sponsor.

There is the possibility that the mandated approach would also address the requirements to determine if an investor is “qualified client” under the Investment Advisers Act or a “qualified purchaser” under the Investment Company Act.

We will have to wait and see what comes out of 100 F Street.


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2 Responses to Steps to Determine if an Investor is Accredited

  1. William Carleton April 2, 2012 at 8:22 am #

    Doug, hopefully the SEC will find there are circumstances where current practice is yet reasonable – perhaps such as when an issuer is selling directly to angel investors with no broker. Hopefully it will not all have to be as complicated as the rules to implement the bad actor disqualifications to Rule 506, following Dodd-Frank.

    • Doug Cornelius April 2, 2012 at 8:32 am #

      The SEC only has 90 days (assuming they live by the deadline), so that may limit their ability to come up with something more complicated.