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Arizona Accredited Investor Qualification and Verification Requirements for Reg D, Rule 506(c) Offerings

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"Under SEC law, a company that offers its own securities must register these investments with the SEC before it can sell them unless it meets an exception. One of those exceptions is selling unregistered investments to accredited investors.
To become an accredited investor the (SEC) requires certain wealth, income or knowledge requirements. The investor must fall into one of three categories. Firms selling unregistered securities must put investors through their own screening process to determine if investors can be considered an accredited investor.
The Verifying Individual or Entity should take reasonable steps to verify and determined that an Investor is an "accredited investor" as such term is defined in Rule 501 of the Securities Act, and hereby provides written confirmation. This letter serves to help the Entity determine status, take Investor statements regarding information, and waiver of claims."

Arizona Accredited Investor Qualification and Verification Requirements for Reg D, Rule 506© Offerings When it comes to conducting private securities offerings in Arizona under Regulation D, Rule 506(c), it is crucial to understand and comply with the state's accredited investor qualification and verification requirements. These requirements aim to protect investors and promote transparency in private offerings. Accredited investors, as defined by the Securities and Exchange Commission (SEC), are individuals or entities that meet specific income or net worth criteria or possess certain professional or institutional qualifications. For Rule 506(c) offerings, issuers can generally rely on self-certification from investors, but some additional verification may be required to ensure compliance with Arizona's specific requirements. 1. Income Verification: One way to qualify as an accredited investor in Arizona is by meeting the income criteria. The investor must have an individual income of over $200,000 in the past two years, with a reasonable expectation of meeting the same income level in the current year. For joint income, the requirement raises to $300,000. 2. Net Worth Verification: Another qualification method is through net worth. An accredited investor in Arizona must have a net worth of over $1 million, either individually or jointly with a spouse. The net worth excludes the value of their primary residence. 3. Professional Accreditation: Certain professional qualifications can qualify an individual or entity as an accredited investor in Arizona. These include licensed brokers, investment advisors, and registered investment companies. 4. Institutional Accreditation: Entities such as banks, insurance companies, and governmental bodies are considered accredited investors in Arizona due to their institutional nature. Additionally, certain employee benefit plans, trusts, or business development companies can also qualify. To verify the accredited investor status, issuers can use various methods, including: a) Income Documentation: Investors can provide tax returns, W-2 forms, or other reliable documentation to prove they meet the required income threshold. b) Disclosure of Net Worth: Investors can provide a statement of their net worth, including assets and liabilities, prepared by a professional such as a licensed attorney or CPA. c) Confirmation from Professionals: Third-party professionals, such as attorneys, accountants, or registered investment advisors, can verify an investor's accredited status based on their expertise and independent assessment. d) Verification by Online Platforms: Issuers can use online platforms that facilitate accredited investor verification through electronic verification services, such as accessing databases that cross-reference income and asset information. It is important to note that while self-certification is generally acceptable for accredited investor status under Rule 506(c), issuers must take reasonable steps to verify the accuracy of the investor's representation to avoid any potential legal repercussions. By understanding and adhering to Arizona's specific accredited investor qualification and verification requirements, issuers can ensure compliance with state regulations and promote investor confidence in Rule 506(c) offerings. (Additional note: The description provided above covers the general accredited investor qualification and verification requirements applicable in Arizona. It is advisable to consult an attorney or legal professional to ensure accurate compliance with current regulations and any unique considerations specific to an offering.)

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Rule 504 is not a common method of privately placing securities because the $5,000,000 cap is unattractive to many large issuers. Rule 506, which restricts who can purchase securities in a private placement but does not cap the offering amount, is the more common method of private placement under Regulation D.

Reviewing bank statements, brokerage statements, and other similar reports to determine net worth. Obtaining written confirmation of the investor's accredited investor status from one of the following persons: a registered broker-dealer, an investment adviser registered with the SEC, a licensed attorney, or a CPA. SEC Amends 506(c) Accredited Investor Verification Vela Wood ? sec-amends-506c-accredited-i... Vela Wood ? sec-amends-506c-accredited-i...

Accredited investors are generally large financial institutions, such as investment banks, or high net-worth individuals. Rule 506 bans general solicitation of the securities. That is, issuers may not advertise their offering to a broad audience.

In the U.S., the term accredited investor is used by the Securities and Exchange Commission (SEC) under Regulation D to refer to investors who are financially sophisticated and have a reduced need for the protection provided by regulatory disclosure filings.

Rule 506(d) states that any Bad Actor who has engaged in a disqualifying event cannot be a part of any offer made under Regulation D. These disqualifying events don't just affect the individual in question. If you make any offering with a Bad Actor as part of your issuing team, the SEC disqualifies the offering.

Rule 506(c) permits issuers to broadly solicit and generally advertise an offering, provided that: all purchasers in the offering are accredited investors. the issuer takes reasonable steps to verify purchasers' accredited investor status and. certain other conditions in Regulation D are satisfied. General solicitation ? Rule 506(c) - SEC.gov SEC.gov ? smallbusiness ? exemptofferings SEC.gov ? smallbusiness ? exemptofferings

To confirm their status as an accredited investor, an investor can submit official documents for net worth and income verification, including: Tax returns. Pay stubs. Financial statements. IRS forms. Credit report. Brokerage statements. Tax assessments. How Does the Accredited Investor Verification Process Work? montague.law ? blog ? accredited-investor-verific... montague.law ? blog ? accredited-investor-verific...

The company cannot use general solicitation or advertising to market the securities. The company may sell its securities to an unlimited number of "accredited investors" and up to 35 other purchasers. Rule 506 of Regulation D | Investor.gov investor.gov ? investing-basics ? glossary investor.gov ? investing-basics ? glossary

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Jul 31, 2023 — the issuer takes reasonable steps to verify purchasers' accredited investor status and; certain other conditions in Regulation D are satisfied. An issuer is required to take reasonable steps to verify that purchasers of securities sold under 506(c) are accredited investors. If general solicitation is ...Jul 10, 2013 — The amendment to Rule 506 permits an issuer to engage in general solicitation or general advertising in offering and selling securities pursuant ... Aug 22, 2023 — Rule 506(c) requires that issuers verify the accredited investor status of each potential participant through documentation such as tax returns, ... Section 18(b)(4)(D) [Rule 506 compliant offerings]: A.R.S. § 44 ... R14-4-140: accredited investor offering in compliance with federal Regulation D, rule 504. Rule 504 under Regulation D is available for certain offerings with an aggregate offering price of up to $10 million. In contrast, Rule 506(b) and Rule ... Rule 506(c)(2)(ii) sets forth non-exclusive and non-mandatory accredited investor verification methods that, if satisfied, serve as safe harbors for issuers who ... Jun 22, 2022 — The following outlines the different approaches required for Investors to qualify as Accredited Investors under Rules 506(b) and 506(c). Jun 14, 2022 — Rule 506(b) permits GPs to raise money from an unlimited number of accredited investors and as many as 35 non-accredited investors. Non- ... Rule 506(c) sets out a principles-based method for accredited investor verification, requiring an objective determination by the issuer as to whether the steps ...

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Arizona Accredited Investor Qualification and Verification Requirements for Reg D, Rule 506(c) Offerings