The SEC Could Change Who Qualifies as an Accredited Investor

For years, accredited investor status has largely been associated with financial wealth.

Earn enough income.

Build enough net worth.

Meet the applicable requirements.

And you may qualify to participate in certain private investment opportunities.

But financial wealth is not the only way an individual can qualify.

In 2020, the Securities and Exchange Commission (SEC) expanded the accredited investor definition to recognize certain professional certifications and licenses.

Now, the SEC is considering expanding that pathway even further.

On September 30, 2026, the SEC requested public comment on six potential additional qualification pathways involving professional credentials and a proposed accredited investor examination.

The credentials under consideration include CPAs, CFAs, CFPs, and additional FINRA license holders.

The most significant potential development may be an examination that could allow individuals to qualify based on demonstrated financial knowledge rather than meeting traditional wealth thresholds.

For fund managers, syndicators, and private capital raisers, these developments are worth understanding.

They could eventually expand the pool of eligible investors and affect how investor qualifications are documented.

But there is an important distinction.

The existing accredited investor framework remains in effect.

Understanding the Current Accredited Investor Requirements

Before examining the potential changes, it is important to understand how individuals currently qualify as accredited investors.

Under Regulation D, accredited investor status can be established through several qualifying categories.

For individuals, the most familiar pathways involve income or net worth.

These financial thresholds remain central to the accredited investor definition.

But they are not the only pathways.

Professional Credentials Already Provide Another Pathway

In 2020, the SEC expanded the accredited investor definition to recognize certain professional licenses.

Under Rule 501(a)(10), individuals holding qualifying professional certifications, designations, or credentials designated by the SEC can qualify as accredited investors.

The currently designated licenses are:

The qualifying credential must be held in good standing.

This created an important distinction in the accredited investor framework.

An individual does not necessarily need to meet the traditional income or net-worth thresholds if they qualify through an approved professional credential.

The SEC is now considering expanding this existing approach.

Additional Professional Credentials Could Qualify

The SEC's September 30, 2026 request for public comment considers adding several professional credentials to the accredited investor framework.

The credentials under consideration include:

Each qualifying credential would need to satisfy the applicable good-standing requirements.

The proposed designations would allow qualifying individuals to rely on the credential for investments made for their own accounts.

If adopted, these would be the first additions to the credential-based accredited investor pathway since 2020.

Why These Credentials Matter

The existing framework recognizes that certain professional qualifications can demonstrate financial knowledge relevant to evaluating investment opportunities.

The potential additions would extend that recognition to more financial and investment professionals.

CPAs, CFAs, CFPs, and holders of the specified FINRA licenses may possess relevant professional training or experience.

The SEC is considering whether those qualifications should provide an additional basis for accredited investor status.

This does not mean every professional holding one of these credentials currently qualifies.

That distinction matters for fund managers evaluating prospective investors today.

A New Accredited Investor Exam Could Be the Bigger Change

The most notable potential development is a dedicated accredited investor examination.

Under the framework described in the SEC's September 2026 request, FINRA could develop an examination designed to assess an individual's financial knowledge.

Unlike traditional credential-based pathways, this approach could be available to individuals who do not hold an existing financial industry license.

The contemplated examination could be open to anyone age 18 or older.

Individuals would not need to be affiliated with a FINRA member firm.

And they would not necessarily need to satisfy the traditional income or net-worth requirements.

Instead, they could potentially establish accredited investor status by passing the examination.

How Long Would Qualification Last?

Under the framework being considered, passing the examination could establish accredited investor status for 10 years.

That would create a qualification period tied to successful examination completion.

However, the examination has not been adopted, and its structure, administration, and eligibility requirements remain subject to the regulatory process.

The proposed examination should not be treated as an existing route to accredited investor status.

Why a Knowledge-Based Pathway Could Matter

The potential examination represents a different approach to investor qualification.

Traditional financial thresholds focus primarily on income and net worth.

Professional credential pathways recognize certain forms of financial education and experience.

A dedicated examination could provide another method of demonstrating financial knowledge.

Under such a framework, an individual who does not satisfy the traditional wealth requirements could potentially qualify through an assessment of their understanding of financial and investment concepts.

That could broaden access to certain private investment opportunities.

But accredited investor status should not be confused with a determination that a particular investment is suitable or appropriate for every qualifying individual.

Private investments can involve significant risks, including illiquidity, leverage, limited disclosure, and the potential loss of invested capital.

Meeting an accredited investor qualification standard does not eliminate those risks.

The proposed pathway would address eligibility under the applicable securities framework, not guarantee investment outcomes.

What the Potential Changes Mean for Fund Managers

For fund managers and capital raisers, a broader accredited investor definition could eventually expand the population of individuals eligible to participate in certain private offerings.

That could be meaningful for funds, syndications, and other private investment structures relying on Regulation D exemptions.

However, expanding eligibility would not eliminate the need to comply with the applicable offering exemption.

Investor qualification remains only one part of the fundraising process.

Fund managers must still consider the requirements governing how the offering is conducted, how investors are solicited, and how eligibility is established.

Investor Onboarding Could Change

If the SEC adopts additional credential-based pathways, investor questionnaires and subscription documents may need to be updated.

Today, many subscription packages ask investors to identify the category under which they qualify as accredited investors.

Additional approved credentials could require new certification options.

A dedicated examination could introduce another category of investor eligibility.

The SEC's contemplated examination framework also includes a potential FINRA process for confirming whether an individual passed the examination and when the associated qualification expires.

That could become relevant to investor onboarding and recordkeeping.

Fund managers may eventually need to review:

But those changes should be evaluated only if and when the SEC adopts new qualification pathways.

Accredited Investor Verification Would Still Matter

An expanded accredited investor definition would not eliminate the distinction between Rule 506(b) and Rule 506(c) offerings.

Under Rule 506(b), issuers must satisfy the applicable exemption requirements, including the prohibition on general solicitation.

Rule 506(c) permits general solicitation but requires all purchasers to be accredited investors and requires issuers to take reasonable steps to verify their accredited status.

Those differences would remain important even if the SEC expands the accredited investor definition.

A new credential or examination pathway could affect the basis on which an individual qualifies.

It would not, by itself, eliminate the issuer's obligation to comply with the exemption being used.

For capital raisers, the practical lesson is to distinguish between two separate questions:

And:

Both questions matter.

What Happens Next?

The SEC requested public comment on September 30, 2026, regarding the potential new qualification pathways.

Each notice provides a 60-day public comment period beginning upon publication in the Federal Register.

The comment process allows interested parties to provide input before the SEC determines whether to move forward.

At this stage, the potential additions remain under consideration.

The SEC has not adopted the additional professional credentials or the contemplated accredited investor examination described in the September 2026 requests.

There is also no basis to assume that every potential pathway will necessarily be adopted in its current form.

The final outcome may differ from the framework described in the requests for comment.

For fund managers, the appropriate response is to monitor the regulatory process while continuing to follow the accredited investor requirements currently in effect.

Why This Matters for the Future of Private Capital

The accredited investor definition plays an important role in private capital markets.

It helps determine which individuals can participate in certain private securities offerings.

Historically, financial wealth has been one of the principal ways individuals establish accredited investor status.

The 2020 credential-based expansion introduced another approach.

The September 2026 requests indicate that the SEC is considering whether professional qualifications and demonstrated financial knowledge should play a larger role.

If additional credentials or an examination pathway are eventually adopted, more individuals could potentially qualify to participate in certain private offerings.

That could have implications for the size and composition of the eligible investor pool.

It could also require adjustments to how fund managers document investor eligibility.

But the immediate takeaway is not that the rules have changed.

It is that the SEC is considering whether the accredited investor framework should recognize a broader range of financial qualifications.

Final Thoughts

The SEC could be moving toward a broader approach to accredited investor eligibility.

Today, individuals can qualify through established financial thresholds and certain existing professional credentials.

The September 2026 requests for comment contemplate additional pathways involving:

• CPAs
• CFAs
• CFPs
• FINRA Series 79
• FINRA Series 86 and Series 87
• A potential FINRA accredited investor examination

The examination could be particularly significant because it contemplates qualification through demonstrated financial knowledge without necessarily requiring the traditional income or net-worth thresholds.

But nothing has changed yet.

The proposed pathways remain under consideration.

For fund managers and capital raisers, the priority is to understand the potential changes without prematurely applying them.

Continue using the existing accredited investor requirements.

Maintain appropriate investor qualification and verification procedures.

And monitor whether the SEC ultimately adopts additional pathways.

Because if these changes move forward, they could meaningfully affect who qualifies to participate in private offerings and how fund managers document that eligibility.