SEC Seeks Comment on New Pathways to Accredited Investor Status

On September 30, 2026, the SEC issued notices seeking public comment on six potential new pathways for individuals to qualify as accredited investors under Regulation D based on professional credentials or financial knowledge. The proposed designations would extend accredited investor status to individuals who pass a new FINRA-developed exam or hold certain CPA, CFA, CFP, Series 79, or Series 86/87 credentials. If adopted, the changes could expand the pool of eligible investors in private offerings.

As discussed in more detail below, the SEC is considering the following six potential designations where an individual would qualify as an accredited investor by:

• Passing a new accredited investor exam developed by FINRA;
• Holding a license as a U.S. Certified Public Accountant (CPA);
• Holding a charter as a Chartered Financial Analyst (CFA);
• Holding a certification as a Certified Financial Planner (CFP);
• Holding the FINRA Investment Banking Representative license (Series 79); or
• Holding the FINRA Research Analyst licenses (Series 86 and Series 87).

Under the proposed designations, individuals who do not meet the income or net worth tests of Regulation D could qualify as accredited investors by demonstrating financial knowledge, expanding the pool of potential purchasers in private offerings, including those conducted by public companies.

Notably, these are notices of potential designations, not proposed rule amendments. The SEC would implement any designation by issuing an order under existing Rule 501(a)(10) of Regulation D. Comments are due 60 days after the notices are published in the Federal Register.

Background

Regulation D and the Accredited Investor Definition

Regulation D provides one of the most widely used sets of exemptions from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). Intended as a “safe harbor” under the broader private placement exemption of Section 4(a)(2) of the Securities Act, Regulation D provides objective criteria for when the exemption is satisfied, allowing issuers to offer and sell securities without having to register the offering with the SEC and without having to rely on the somewhat subjective and difficult analysis of a Section 4(a)(2) private placement.

A critical element of the Regulation D safe harbors is determining whether a particular investor is “accredited” under the definitions in Rule 501. Indeed, the SEC itself has described the definition of accredited investor as “a cornerstone of Regulation D” that also plays an important role in other securities law contexts, such as Regulation A and Regulation Crowdfunding. Qualifying for accredited investor status is significant because accredited investors may participate in investment opportunities that are generally not available to non-accredited investors, such as investments in private companies and offerings by private funds.

Rule 501 includes a number of definitions of an accredited investor, all of which include criteria for who may be determined to be a sophisticated investor, such that they do not need the full protections of the federal securities laws. For example, natural persons may qualify as an accredited investor if they:

• have a net worth exceeding $1 million (excluding the primary residence), alone or together with a spouse or spousal equivalent;
• have an income exceeding $200,000 (or $300,000 jointly with a spouse or spousal equivalent) in each of the two most recent years with a reasonable expectation of reaching the same level in the current year; or
• serve as a director or executive officer of the issuer, as a “knowledgeable employee” of a private fund issuer, or as a family client of a qualifying family office.

Rule 501(a)(10) and Designation Pathway

In 2020, the SEC amended Regulation D to add Rule 501(a)(10), a new category that would allow individuals to qualify as accredited investors based on the possession of “one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status.” At the time, the idea was that possession of certain certifications, designations, or other credentials could be used to demonstrate a background and understanding in the areas of securities and investing. Rather than hard-wiring specific credentials into the rule, the SEC provided that qualifying credentials would be recognized by SEC order, giving the SEC flexibility to evaluate criteria on an ongoing basis.

Concurrently with the 2020 amendments, the SEC issued an order designating holders in good standing of the FINRA Series 7, Series 65, and Series 82 licenses as qualifying under Rule 501(a)(10). Since then, however, the definitions have not been expanded.

New Designations

The SEC’s September 30, 2026 announcement represents the most significant expansion to Rule 501 since 2020. Each notice has a common framework with a number of aspects that would apply across all six pathways:

• Good standing. The credential must be current. Each notice describes what good standing means for that credential, as discussed below.
• Credential holders need not work in the field. Individuals would not need to be practicing in the profession associated with the credential.
• The status is personal. As with other prongs of the definition, a holder would qualify only for his or her own investments and could not rely on that status to purchase securities on behalf of another person.
• Status must be verifiable. Each notice identifies a free public source for verifying that a person holds the credential.

The table below summarizes the credentials.

FINRA Accredited Investor Exam

In a novel pathway, the SEC and FINRA propose to work together to develop a new examination that would allow natural persons to qualify for accredited investor status. 

Specifically, FINRA intends to develop an exam designed to satisfy Rule 501(a)(10). Anyone age 18 or older could take it, and association with a FINRA member firm would not be required. Passing the exam would not qualify the individual to register with a member firm or to engage in the securities business.

The exam would be modeled on FINRA’s Securities Industry Essentials (SIE) exam. FINRA anticipates approximately 75 multiple-choice questions (within a range of 65 to 85) over about two hours. The exam would be offered in English and in person at third-party test centers, and candidates would have a 120-day window after enrollment to take it. Candidates would enroll through a FINRA account and pay a fee expected to be similar to the SIE exam fee, currently $100.

The exam would focus on exempt offerings and how they compare to registered offerings. FINRA contemplates six sections:

• Definitions and Structures of Securities: types of securities such as common and preferred stock, bonds, and SAFEs, and structures such as open-end and closed-end funds, private funds, and REITs.
• Investment Risks: liquidity and resale restrictions, concentration and diversification, dilution, leverage, and the effect of fees and expenses.
• Disclosures and Regulatory Requirements: materiality, risk factors, and the disclosures required (or not required) under Regulation D, Regulation A, and Regulation Crowdfunding as compared to registered offerings.
• Financial Statements: types of financial statements, GAAP versus non-GAAP measures, and valuation ratios and metrics.
• Conflicts of Interest: issuer, intermediary, insider, and investor conflicts, including tiered information access.
• Corporate Governance: fiduciary duties, corporate structures and documents, investor rights such as voting, information, tag-along, drag-along, and rights of first refusal, and investor recourse.

A passing result would be valid for ten years, after which the individual would have to retake and pass the exam to remain accredited on this basis. A candidate who fails could retake the exam after 30 days, and a candidate who fails three or more times in succession within two years would have to wait 180 days before retaking the exam again. FINRA has proposed shortening these waiting periods to 15 and 60 days and expects any reduction would apply to this exam. A fee would be due for each attempt.

FINRA would also develop a process allowing issuers and others to verify an individual’s status, including the date the exam was passed and the date the ten-year period ends.

Notably, this exam does not yet exist. The SEC’s description is based on discussions with FINRA staff and on what FINRA currently intends, and the SEC’s preliminary conclusion rests on the exam being designed and implemented as described.

CPA License

The SEC has proposed that holding a CPA license in good standing will qualify the holder as an accredited investor under Rule 501(a)(10). CPA licenses are issued by a number of jurisdictions with varying requirements, but generally include an accounting-focused education, a period of supervised experience, and passage of the Uniform CPA Examination, which consists of three core sections (Auditing and Attestation, Financial Accounting and Reporting, and Taxation and Regulation) and one discipline section chosen by the candidate. Licensees must also complete continuing professional education.

For purposes of qualification, “good standing” would mean CPAs who are duly registered and in good standing under the laws of their place of residence or principal office. Holders of inactive or suspended licenses would not qualify. A CPA barred from appearing and practicing before the SEC for lack of requisite qualifications could not rely on the license, but a CPA who has been denied or suspended from practice before the SEC on other grounds could, so long as the license remains in good standing.

CFA Charter

The SEC has proposed that holding a CFA charter in good standing will qualify the holder as an accredited investor under Rule 501(a)(10). The CFA charter is awarded by the CFA Institute. To earn it, a candidate must pass three levels of exams (the Level III exam includes essay questions and a specialized pathway that may be in private markets), accumulate 4,000 hours of qualifying investment-related work experience over at least 36 months, and become a charter holder member of the CFA Institute. Charter holders must pay annual dues and annually reaffirm adherence to the CFA Institute’s code of ethics.

The SEC would treat a charter holder as in good standing so long as he or she maintains CFA status by paying dues and making the annual conduct statement. Status can be verified through the CFA Institute’s free member directory, which excludes individuals whose memberships have lapsed or have been suspended or revoked. Unlike the CFP notice, the CFA notice does not appear to limit the designation to U.S.-based charter holders.

CFP Certification

The SEC has proposed that holding a CFP certification in good standing will qualify the holder as an accredited investor under Rule 501(a)(10). The CFP certification is issued in the United States by the CFP Board. Candidates must complete coursework through a CFP Board registered program (some professionals, including CPAs, CFAs, and attorneys, may qualify for an accelerated path), hold or obtain a bachelor’s degree, complete 6,000 hours of qualifying financial planning work experience (4,000 hours if done through a supervised apprenticeship), and pass a six-hour, 170-question exam. The exam covers professional conduct and regulation, general principles of financial planning, risk management and insurance, investment planning, tax planning, retirement planning, estate planning, and the psychology of financial planning. To maintain the certification, a CFP must complete 30 hours of continuing education every two years and comply with the CFP Board’s code of ethics.

The CFP certification has no inactive category. A person prohibited from holding himself or herself out as a CFP, either for failing to renew or because of CFP Board discipline, would not be in good standing. Only U.S. CFP certifications are under consideration.

Series 79 and Series 86/87

The SEC has proposed that holding a FINRA Series 79 license, or both the Series 86 and 87 licenses, will qualify the holder as an accredited investor under Rule 501(a)(10). The Series 79 (Investment Banking Representative) and the Series 86 and 87 (Research Analyst) are FINRA registrations, and the SEC is considering each independently. As with the Series 7, 65, and 82 licenses designated in 2020, the SEC preliminarily views the standards FINRA sets for keeping a registration active as the measure of good standing. Holders with inactive, terminated, or suspended registrations would not qualify. Because these registrations require association with and sponsorship by a FINRA member firm, individuals who leave the industry may lose eligibility over time.

Potential Implications for Issuers

The SEC itself predicts that the effects of these designations may be modest. Many credential holders likely already qualify on income or net worth grounds, and those who newly qualify may have limited capital to invest. The SEC also notes that issuers might respond by offering securities to institutional accredited investors or imposing minimum investment amounts. Even so, issuers that raise capital from individuals under Regulation D should consider the following if the SEC proceeds:

• A larger pool of eligible individual purchasers. The SEC suggests that credential holders who are earlier in their careers, work at smaller firms, or live in lower cost‑of‑living areas may be most affected.
• Easier verification in Rule 506(c) offerings. The SEC expects that confirming a publicly verifiable credential will often be less costly than verifying income or net worth. Issuers should note, however, that the verification process for the new exam has yet to be built.
• Updated documentation. Investor questionnaires and subscription documents would need to be revised to add the new categories if and when orders are issued.
• A continuing condition. Because “good standing” is a continuing condition, and its meaning differs by credential, issuers relying on a credential should confirm that it is current as of the time of sale.
• State law. The SEC notes that the designations could have indirect effects where state securities laws incorporate the federal accredited investor definition.

Next Steps

These notices are a preliminary step. The SEC has not yet decided to designate any of these credentials, and nothing is effective until the SEC issues one or more orders. Because each credential is the subject of a separate notice, the SEC could act on some and not others, and it could modify the conditions it describes.

We will continue to monitor developments and are available to help clients consider whether to submit comments.