Fundraising
Who Qualifies as an Accredited Investor in 2026: The Wealth Test, the License Test, and the Exam That Could Come Next
The $1M net worth test isn't the only route to accredited investor status in 2026, and a House-passed bill would add an SEC exam. What founders should know.
By 409.AI Team - 2026-09-10
# Who Qualifies as an Accredited Investor in 2026: The Wealth Test, the License Test, and the Exam That Could Come Next
You're closing a $2.5 million seed round. Eleven angels are committed, your former manager wants to put in $25,000, and one of your advisors mentions she's held a Series 65 for years. Then counsel sends the subscription package, and every investor hits a box asking them to certify that they're an accredited investor. Suddenly the legality of your round depends on a definition almost no founder has actually read.
Most founders think that definition is a single number: a million dollars. It hasn't been only that since 2020. And if the bill the House passed last December clears the Senate, wealth stops being the headline test altogether.
Why the definition is a founder problem, not an investor problem
Nearly every private round in the US is sold under Regulation D, the safe harbor that lets you issue stock, SAFEs or notes without registering the offering with the SEC. Within Reg D, two rules do almost all the work.
Under [Rule 506(b)](https://www.sec.gov/smallbusiness/exemptofferings/rule506b), you can sell to an unlimited number of accredited investors plus up to 35 non-accredited purchasers who are "capable of evaluating the merits and risks of the prospective investment." You can't generally solicit. And the moment a single non-accredited purchaser is in the round, you owe that person a disclosure package resembling a Regulation A offering, financial statements included. Most startup counsel steer founders to an all-accredited round for exactly this reason: adding one $25,000 check from an unaccredited friend can cost more in audit and disclosure work than the check is worth.
Under Rule 506(c), you can advertise the round publicly, but every purchaser must be accredited and you must take reasonable steps to verify it. A signed self-certification, on its own, doesn't get you there.
So the accredited investor definition isn't investor trivia. It decides who can legally be on your cap table, whether you can talk about the raise in public, and how much diligence you owe on each check. Blow the exemption and you hand your investors rescission rights, which is not a topic you want surfacing in Series A diligence.
Who actually qualifies today
The wealth tests are the ones everyone knows. A natural person qualifies with net worth over $1 million excluding the primary residence, individually or jointly with a spouse or spousal equivalent, or with income above $200,000 individually or $300,000 jointly in each of the two most recent years, plus a reasonable expectation of the same this year.
The part founders miss is that the [SEC added non-wealth pathways in 2020](https://www.sec.gov/resources-small-businesses/small-business-compliance-guides/amendments-accredited-investor-definition). A person is also accredited today if they:
- hold a Series 7, Series 65 or Series 82 license in good standing;
- serve as a director, executive officer or general partner of the company doing the selling;
- are a "knowledgeable employee" of the private fund being offered; or
- are a family client of an accredited family office.
That advisor with the Series 65 is accredited whether or not she has a dollar to her name. The director category matters too, and it's narrower than people assume: it covers officers and directors of the issuer, not of some other company, which is why an outside board member is accredited for your round and a VP of Engineering usually isn't.
Entities have their own tests, mostly turning on $5 million in assets or investments, all-accredited ownership, or registered status as a bank, broker-dealer or investment adviser.
The thresholds haven't moved since 1982, and the math shows it
The $1 million and $200,000 figures were set when Regulation D was adopted in 1982, and they've never been indexed to inflation. The rest is arithmetic. Incomes and asset prices rise, the line stays where it is, and more households cross it every year.
The SEC publishes the count. Its [2023 staff report on the definition](https://www.sec.gov/corpfin/reports-and-publications/special-studies/2023-report-review-definition-accredited-investor) put the 1983 figure at roughly 1.8% of US households. By 2022, [18.5% of households qualified](https://www.sec.gov/data-research/statistics-data-visualizations/qualifying-households-under-accredited-investor-financial-criteria), up from 13.2% in 2019. A test that once described the wealthiest sliver of the country now covers close to one household in five, and nobody ever voted to widen it.
That drift is the backdrop for the current bill. One side of the debate wants the thresholds raised to catch up with inflation. The other wants wealth demoted as a proxy for sophistication and replaced with something a person can demonstrate. The House picked the second answer.
What the INVEST Act would actually change
On December 11, 2025, the House passed H.R. 3383, the Incentivizing New Ventures and Economic Strength Through Capital Formation Act, by a vote of 302 to 123 on Roll Call 328. It's a package of more than twenty capital formation bills reported out of the Financial Services Committee, and three pieces of it land directly on how you raise money.
Section 201 writes the definition into statute and indexes it. Today the accredited investor tests live in SEC rules. Section 201 amends Section 2(a)(15) of the Securities Act of 1933 to put the $1,000,000 net worth test and the $200,000/$300,000 income tests in the statute itself, then directs the Commission to adjust those amounts for inflation "every 5 years to the nearest $10,000" using the CPI-U. It also adds a licensure category covering any person currently licensed or registered as a broker or investment adviser by the SEC, a self-regulatory organization or a state securities division and in good standing, plus a category for anyone the SEC determines by rule has "demonstrable education or job experience" qualifying them as having professional knowledge of a subject related to a particular investment, verified by an SRO. The SEC would have 180 days after enactment to conform Regulation D. You can read the operative language in the [bill text as referred to the Senate](https://www.govinfo.gov/content/pkg/BILLS-119hr3383rfs/html/BILLS-119hr3383rfs.htm).
Note what Section 201 doesn't do. It doesn't restate the thresholds at an inflation-adjusted level. It locks in today's dollar figures and starts the escalator from there, and the text doesn't fix a base index date, which is the sort of detail rulemaking would have to settle. Anyone expecting the bill to shrink the accredited pool back toward 1983 proportions is reading a different bill.
Section 203 creates an exam. This is the provision that would break the link between wealth and access. It directs the SEC to establish, within one year of enactment, a test that certifies an individual as an accredited investor. The exam has to be "designed with an appropriate level of difficulty such that an individual with financial sophistication would be unlikely to fail," and it has to cover securities types, the disclosure differences between exempt and registered offerings, corporate governance, financial statements, and the specific risks of private company stock and private funds: limited liquidity, limited disclosure, "subjectivity and variability in valuations," information asymmetry, leverage, concentration and long horizons. Within 180 days of the exam being established, a registered national securities association has to administer it free of charge to the public.
Pause on that valuation line. Congress is proposing to test retail investors on how much to trust a private company's marks, which is the same problem a [409A valuation](https://409.ai/products/409a) solves on the compensation side.
Section 102 loosens demo days. The HALOS provision tells the SEC to revise Reg D so the general solicitation ban doesn't apply to presentations at events sponsored by angel groups, accelerators, incubators, universities, nonprofits or government bodies, provided the sponsor doesn't give investment advice, take a role in negotiations, or get paid based on the money raised, and provided event advertising doesn't reference a specific offering. If you've ever had counsel tell you to sanitize a demo day deck, this is aimed at you.
Where the bill actually stands
It's not law. H.R. 3383 was referred to the Senate Committee on Banking, Housing, and Urban Affairs and has sat there through 2026. The Committee held a hearing titled ["Empowering Main Street by Unlocking Access to Capital"](https://www.banking.senate.gov/hearings/empowering-main-street-by-unlocking-access-to-capital) on August 6, 2026, with witnesses from Sullivan & Cromwell, SIFMA, the US Chamber and the Joint Center for Political and Economic Studies. Industry groups spent the summer pressing for a Senate package. There has been no floor vote.
The SEC could also move first. Chairman Paul Atkins said in his [July 7, 2026 statement on the Commission's regulatory agenda](https://www.sec.gov/newsroom/speeches-statements/atkins-statement-2026-regulatory-agenda-070726) that "exposure to the full dynamism of our markets, both public and private, should not be reserved for wealthy insiders," and flagged a proposal to facilitate retail participation in private markets. The Commission widened the definition by rulemaking once already, in 2020, and that route has historically been faster than the legislative one.
The practical read for a founder: plan your next two rounds on the rules as they exist today, and treat any widening as upside.
What to do with this on your next round
Verify, don't assume. If you're running a 506(c) round with any public-facing announcement, self-certification is not verification. The usual routes are reviewing tax returns or brokerage and bank statements, or getting written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney or CPA. There's now a shortcut for rounds with a meaningful minimum check size. In [March 2025 the SEC staff confirmed](https://www.sec.gov/rules-regulations/no-action-interpretive-exemptive-letters/division-corporation-finance-no-action/latham-watkins-503c-031225) that a high minimum investment amount can itself be a reasonable step, provided purchasers represent in writing that they're accredited and that the money isn't being financed by a third party for the purpose of the investment, and the issuer has no knowledge to the contrary.
Ask about licenses, not just balance sheets. Operators, ex-bankers and fractional CFOs on your advisor bench may be accredited through a Series 7 or 65 they've kept current. It's a faster conversation than asking someone for their net worth.
Decide early whether to take non-accredited money. One unaccredited employee check under 506(b) drags the full Rule 502(b) information package into your raise. If you want employees to participate in the upside, equity compensation is the cleaner instrument, and it runs on a different exemption entirely. [Rule 701 and its $10 million disclosure threshold](https://409.ai/articles/rule-701-startup-equity-compensation-disclosure) cover that side.
Remember the instrument shapes the timeline. Angels who buy [SAFEs](https://409.ai/articles/how-safes-affect-your-409a-valuation) aren't holding stock yet, which matters for their [QSBS clock: the five-year Section 1202 holding period starts at conversion, not at signature](https://409.ai/articles/safes-qsbs-holding-period-conversion-section-1202). Angels who lose money may be looking at [Section 1244 ordinary loss treatment](https://409.ai/articles/section-1244-ordinary-loss-failed-startup-stock) rather than a capital loss. Neither changes who's allowed to invest, but both change what your investors care about in the documents.
Close the round, then fix your strike price. A priced round is a classic [trigger event for a fresh 409A](https://409.ai/articles/409a-valuation-frequency-how-often-should-you-get-one), and stale valuations are where option grants go wrong. The same logic applies when accredited buyers start showing up in [secondary transactions and tender offers](https://409.ai/articles/tender-offers-secondary-sales-409a-valuation), where the price they pay can feed straight back into your common stock value.
The takeaway
The accredited investor definition is already broader than the $1 million story founders tell each other, and the direction of travel is wider still. Whether that happens through the Senate taking up H.R. 3383, through SEC rulemaking, or through inflation quietly pulling more households over a line set in 1982, the pool of people who can legally write you a check keeps growing.
What isn't growing is your margin for error on verification. A wider definition means more people qualify, not that qualification matters less. Before your next close, do one thing: pull the investor list and write down, next to each name, which category they qualify under and what document proves it. If any row is blank, you have work to do before the wire hits, not after.
*This is general information about securities rules, not legal advice. Run your specific offering by securities counsel.*