Accredited Investor Requirements
An accredited investor is an individual or entity that meets specific financial criteria established by the U.S. Securities and Exchange Commission (SEC). This designation allows investors to participate in certain private investment offerings that are not registered with the SEC, including most Delaware Statutory Trust (DST) investments.
The SEC created the accredited investor standard to identify investors who are presumed to have the financial sophistication, resources, and risk tolerance to participate in private securities offerings without the full protections provided by SEC registration. While this doesn't guarantee investment success, it establishes a baseline for participation in private markets.
Why It Matters for DST Investors
One path to accredited investor status is meeting income thresholds. The SEC evaluates income over the past two years with a reasonable expectation of reaching the same level in the current year.
Income Thresholds
Individual
$200,000+ annual income for past 2 years with expectation of same in current year
Joint with Spouse/Partner
$300,000+ combined annual income for past 2 years with expectation of same in current year
Note on Income Calculation
The second primary path to accredited investor status is through net worth. An individual or couple can qualify with a net worth exceeding $1 million, excluding the value of their primary residence.
Net Worth Requirement
Individual or Joint
$1,000,000+ net worth (excluding primary residence)
What counts toward net worth: Investment accounts, retirement accounts (IRAs, 401(k)s), real estate (excluding primary residence), business equity, vehicles, and other personal property.
What to subtract: Mortgages (other than primary residence), credit card debt, student loans, auto loans, and other liabilities. If your primary residence mortgage exceeds the home's value, that excess debt counts against your net worth.
In 2020, the SEC expanded the accredited investor definition to include individuals holding certain professional certifications, designations, or credentials. This recognizes that financial sophistication can come from professional experience, not just wealth.
Qualifying Credentials
The SEC may designate additional qualifying credentials in the future.
Entities can also qualify as accredited investors under various standards. This allows trusts, corporations, LLCs, and other entities to invest in private offerings.
Entity Types & Requirements
Trusts
Assets exceeding $5 million, not formed specifically to acquire the securities offered
Corporations, LLCs, Partnerships
Assets exceeding $5 million, not formed specifically to acquire the securities offered
Family Offices
Assets under management of at least $5 million with a sophisticated investor
Investment Companies
Registered investment companies or business development companies
Employee Benefit Plans
Total assets exceeding $5 million, or investment decisions made by qualified parties
Look-Through Provision
When investing in DSTs or other Regulation D offerings, issuers must take reasonable steps to verify accredited investor status. Verification methods vary by qualification type:
For Income Verification
- •Tax returns (W-2s, 1099s, Schedule K-1s) for the past two years
- •Written confirmation from CPA, attorney, financial professional, or broker
For Net Worth Verification
- •Bank and brokerage statements (within 3 months)
- •Third-party appraisals for real estate and other assets
- •Credit report showing liabilities
- •Written confirmation from qualified professional
Professional Verification Letters
Many investors find it most convenient to obtain a verification letter from their CPA, attorney, registered financial professional, or broker-dealer. This professional reviews your financial information and provides written confirmation of your accredited status, valid for 90 days.
Self-Certification vs. Verification
Qualification timing: Your accredited status is evaluated at the time of investment. If your circumstances change after investing, it doesn't affect prior investments.
Spousal considerations: For joint income qualification, both spouses must reasonably expect to reach the threshold. For net worth, assets held jointly or individually by either spouse count toward the total.
Not accredited yet? If you don't currently qualify as an accredited investor, you may want to explore other investment options while building toward accreditation thresholds. Some real estate investments, like publicly-traded REITs, are available to non-accredited investors.
Related Resources
Continue your research with these related guides and tools.
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