In brief · 200 word summary: Accredited Investor and 506(c)
Most private real estate offerings are open only to accredited investors. Under Regulation D an individual generally qualifies one of three ways: income over 200,000 dollars individually or 300,000 dollars jointly in each of the two most recent years with the same expected this year, net worth of at least 1,000,000 dollars excluding the primary residence, or holding a Series 7, 65, or 82 license in good standing. Entities qualify under their own asset or ownership tests.
Rule 506(c) is the exemption that lets a private offering be advertised publicly, which is why educational content like this can exist at all. The trade is strict: every actual purchaser must be accredited and the issuer must take reasonable steps to verify it, historically by reviewing tax returns, financial statements, or a professional letter. On March 12, 2025 the SEC's Division of Corporation Finance offered a more practical path for high minimum offerings.
Under that guidance, as described by legal commentators, an issuer may treat the verification requirement as met using written representations plus a large minimum investment, at least 200,000 dollars for individuals or 1,000,000 dollars for entities, absent knowledge to the contrary and with a representation that the investment is not third party financed. It lowers friction for genuine accredited investors while keeping the accredited only requirement intact. This is general education, and any specific offering is governed solely by its own documents.
The essentials
- Income test: individual income over 200,000 dollars in each of the two most recent years, or joint income with a spouse over 300,000 dollars, with a reasonable expectation of the same this year. Source: Regulation D.
- Net worth test: net worth of 1,000,000 dollars or more, excluding the value of the primary residence. Source: Regulation D.
- Professional route: holding a Series 7, Series 65, or Series 82 license in good standing also qualifies a person. Source: Regulation D.
- SEC March 12, 2025 guidance: in higher minimum offerings, a 506(c) issuer may satisfy the reasonable steps to verify requirement using written representations plus a large minimum investment, absent contrary knowledge, with a minimum of at least 200,000 dollars for individuals or 1,000,000 dollars for entities. Source: SEC Division of Corporation Finance guidance, as summarized by legal commentators.
Section 01Who is an accredited investor
Most private real estate offerings are open only to accredited investors. Under Regulation D, an individual generally qualifies one of three ways: by income, by net worth, or by professional credential.
- Income. Over 200,000 dollars individually, or over 300,000 dollars jointly with a spouse, in each of the two most recent years, with a reasonable expectation of the same in the current year.
- Net worth. A net worth of at least 1,000,000 dollars, calculated excluding the value of your primary residence.
- Professional certification. Holding a Series 7, Series 65, or Series 82 license in good standing qualifies you regardless of income or net worth.
Entities such as certain trusts, LLCs, and funds can qualify under their own tests, typically based on assets or on all owners being accredited.
Section 02Rule 506(c) and the verification duty
Rule 506(c) is the exemption that allows a private offering to be advertised publicly, which is why you can see educational content like this from a real estate firm at all. The trade for that freedom is strict: every actual purchaser must be an accredited investor, and the issuer must take reasonable steps to verify that status. A simple checkbox is not enough under 506(c). Historically that meant reviewing tax returns, bank and brokerage statements, or a letter from a CPA, attorney, or registered broker.
What changed in 2025
On March 12, 2025, the SEC's Division of Corporation Finance issued no action guidance offering a more practical path for offerings with a high minimum investment. In summary, an issuer may treat the reasonable steps requirement as met using written representations from the investor plus a sufficiently large minimum investment, as long as the issuer has no knowledge to the contrary. The commentary describing the guidance cites a minimum investment of at least 200,000 dollars for natural persons or 1,000,000 dollars for entities, together with the investor's written representation that they are accredited and that they are not financing the investment with third party funds for this purpose.
Section 03Why it matters for a passive investor
- Know your pathway before you engage. Understanding which test you meet, income, net worth, or license, saves time when you decide to invest.
- Verification is a feature, not red tape. A sponsor that verifies properly is following the rules that protect you and the offering.
- This is general information. The precise mechanics of any specific offering, and your own status, are governed by the offering documents and by qualified counsel.
A note on sourcing: the retrieved materials are summaries and legal commentary describing the SEC's March 12, 2025 guidance rather than the SEC release itself, so they support the date and substance but not a verbatim SEC quotation.
Sources
- National Law Review, SEC Division of Corporation Finance 506(c) interpretive guidance: https://natlawreview.com/article/secs-division-corporate-finance-506c-interpretative-guidance
- Rule 506(c) accredited investor verification, SEC guidance summary: https://kavinoky.com/2026/02/rule-506c-accredited-investor-verification-sec-guidance/
- Accredited investor requirements overview: https://baker1031.com/learn/accredited-investor-requirements/