Under the Reg D 506(b) exemption, investors self-certify accreditation status. Update an Investor's accreditation status to enable them to view and interact with the private company marketplace. Please note that investors' accreditation status automatically expires after 1 year (365 calendar days). Investors should be prompted to re-update their accreditation status in 1 year intervals.
Frontend Suggestions
Individual Investors
Individual investors looking to access Reg D SPVs should be asked “Are you an accredited investor?” and presented with the following options. The text displayed can be 1:1 with the options below.
- My net worth, or my joint net worth with my spouse, exceeds $1 million, exclusive of the value of my primary residence.
- ENUM value in APIs:
NET_WORTH_GT_1M - Link to relevant exemption: 17 CFR § 230.501 (a) 5
- ENUM value in APIs:
- My individual income exceeded $200,000 in each of the past two years and I expect the same this year.
- ENUM value in APIs:
INDIVIDUAL_INCOME_GT_200K - Link to relevant exemption: 17 CFR § 230.501 (a) 6
- ENUM value in APIs:
- My joint income with my spouse exceeded $300,000 in each of the past two years and I expect the same this year.
- ENUM value in APIs:
JOINT_INCOME_GT_300K - Link to relevant exemption: 17 CFR § 230.501 (a) 6
- ENUM value in APIs:
- I am an investment professional in good standing and hold one of the following registrations: general securities representative license (Series 7), investment adviser representative license (Series 65), or private securities offerings representative license (Series 82).
- ENUM value in APIs:
PROFESSION_DESIGNATION - Link to relevant guidance: Guidance
- ENUM value in APIs:
- I am a “knowledgeable employee,” as defined in Rule 3c–5(a)(4) under the Investment Company Act of 1940 (the “Investment Company Act”), of the private fund issuer of the securities being offered or sold.
- ENUM value in APIs:
KNOWLEDGEABLE_EMPLOYEE - Link to Relevant guidance: Guidance
- ENUM value in APIs:
- I am a director or executive officer of the private fund being sold, or of an affiliated person of the private fund that manages the investment activities of the private fund being sold. (“affiliated management person”).
- ENUM value in APIs:
KNOWLEDGEABLE_EXECUTIVE - Link to Relevant guidance: Guidance
- ENUM value in APIs:
It is also highly unlikely thatKNOWLEDGEABLE_EMPLOYEE or KNOWLEDGEABLE_EXECUTIVE apply. For most partners, these values are generally advised to not be displayed as options in a front end view as they are unlikely to apply except in very limited circumstances.
Entity Investors
Entity investors must be asked “Are you an accredited investor?” and presented with the following options. The text displayed must be 1:1 with the options below.
Here are self-certification options for each of the ENUM values under the 506(b) exemption framework. These are worded in a way that an entity or a control person could reasonably self-attest to:
- All equity owners of the entity are natural persons who are accredited investors.
- ENUM value in APIs:
EQUITY_OWNERS_ACCREDITED
- ENUM value in APIs:
- I control an entity that owns more than $5 million in total assets and was not formed solely for the purpose of investing in this offering.
- ENUM value in APIs:
TOTAL_ASSETS_GT_5M
- ENUM value in APIs:
- The entity I control is an investment adviser registered with the SEC or exempt from registration under state or federal law.
- ENUM value in APIs:
SEC_OR_EXEMPT_ADVISOR
- ENUM value in APIs:
- The entity I control is a bank, insurance company, registered investment company, business development company, or Small Business Investment Company (SBIC).
- ENUM value in APIs:
INVESTMENT_COMPANY
- ENUM value in APIs:
- The entity I control is an investment adviser registered with the SEC or exempt from registration under state or federal law.
- ENUM value in APIs:
SEC_OR_EXEMPT_ADVISOR
- ENUM value in APIs:
- The grantor(s) of the trust are accredited investors.
- ENUM value in APIs:
GRANTORS_ACCREDITED
- ENUM value in APIs:
- I represent a family office with more than $5 million in assets under management and that was not formed solely for the purpose of investing in this offering.
- ENUM value in APIs:
FAMILY_OFFICE_GT_5M - Note: this value can only be passed if
entityType = trust
- ENUM value in APIs:
- I represent a trust with more than $5 million in total assets, and the trust was not formed solely for the purpose of investing in this offering and is directed by a person with sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment.
- ENUM value in APIs:
TRUST_GT_5M - Note: this value can only be passed if
entityType = trust
- ENUM value in APIs:
For both individuals and entities, if “None of the above” is selected, the investor should not be permitted access to the marketplace, and the investor cannot create Subscriptions. Partners can, however, prompt users to change their selection to another option through the frontend.
Note: investors looking to access Reg S SPVs can have their accreditation status set to NOT_APPLICABLE as long as they are not located in the US. US-based investors cannot access Reg S SPVs.
See, generally: Reg S Category 3