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Hawaii 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."

Hawaii Accredited Investor Qualification and Verification Requirements for Reg D, Rule 506© Offerings In Hawaii, as in other parts of the United States, certain investor qualification and verification criteria must be met for individuals to qualify as accredited investors for Regulation D, Rule 506(c) offerings. Accredited investors are individuals or entities with a high net worth or significant investment experience, allowing them to participate in private securities offerings that are exempt from certain registration requirements. 1. Net Worth Requirement: One of the qualification criteria for accredited investor status in Hawaii is meeting the minimum net worth requirement. Individuals must have a net worth of at least $1 million, either alone or jointly with their spouse, excluding the value of their primary residence. 2. Income Requirement: Another criterion is meeting the minimum income threshold. An individual must have an annual income of at least $200,000 ($300,000 if jointly with a spouse) in each of the two most recent years, with a reasonable expectation of maintaining the same income level in the current year. 3. Entity-Based Accredited Investors: In addition to individuals, certain entities can also qualify as accredited investors in Hawaii. These include corporations, partnerships, limited liability companies (LCS), trusts with assets in excess of $5 million, and other entities with financial sophistication or professional investment knowledge. Hawaii does not mandate any specific verification requirements for determining accredited investor status but encourages issuers to exercise reasonable care in ensuring investors meet the necessary criteria. Issuers may conduct various verification methods to satisfy the requirement, such as reviewing an investor's tax returns, bank statements, credit reports, or obtaining written confirmation from a registered investment advisor, CPA, or attorney. It is important to note that Hawaii's rules align with the federal regulations set forth by the U.S. Securities and Exchange Commission (SEC). The SEC's rules under Regulation D provide a safe harbor for issuers who comply with the specific requirements, allowing them to engage in general solicitation and advertising while raising capital through private offerings. By adhering to Hawaii's accredited investor qualification and verification requirements, issuers can ensure compliance with both state and federal regulations, while attracting eligible investors to participate in their Rule 506(c) offerings.

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In a Rule 506(b) offering, the issuer may take the investor's word that he, she, or it is accredited, unless the issuer has reason to believe the investor is lying. In a Rule 506(c) offering, the issuer must take reasonable steps to verify that every investor is accredited.

Rule 506(c) allows companies to generally advertise their offerings to a potential investor using the internet, social media, websites, TV campaigns, radio ads, etc. This is in contrast to Rule 506(b) (which is the same as the old Rule 506 before the JOBS Act came in) which does not allow general solicitation at all.

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.

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.

Under Rule 506(c), there are no limits to how much money fund managers can raise or how much each investor can invest. It simply depends on how much the VCs can?and want to?raise. This is no different than Rule 506(b).

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.

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 taken in verification were ?reasonable? in context of the particular facts and circumstances of each purchaser and transaction.

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.

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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. Jul 10, 2013 — ... in Rule 506(c) offerings are required to be accredited investors ... verifying the accredited investor status of purchasers in. Rule 506(c) ...All purchasers of securities sold in any offering under paragraph (c) of this section are accredited investors. (ii) Verification of accredited investor status. Aug 27, 2019 — This post explains Rule 506(c) and describes some of the options companies have to verify their investors as accredited investors. Jun 22, 2022 — The following outlines the different approaches required for Investors to qualify as Accredited Investors under Rules 506(b) and 506(c). May 26, 2020 — Like Rule 506(b), Rule 506(c) permits an issuer to sell an unlimited amount of securities to an unlimited number of accredited investors, ... 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 ... 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 ... by WK Sjostrom Jr — 506 offering as an accredited investor prior to adoption of Rule 506(c),. "obtaining a certification by such person at the time of sale that he or she. Under Rule 506(c), an issuer must take reasonable steps to verify the accredited investor status of the purchasers in a. Rule 506(c) offering. Whether the ...

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