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."
Kentucky Accredited Investor Qualification and Verification Requirements for Reg D, Rule 506© Offerings When raising capital through private offerings, it is vital for issuers to comply with the regulatory requirements set forth by the Securities and Exchange Commission (SEC). Reg D, Rule 506(c) offerings allow issuers to solicit and advertise their securities offerings to the public, but only if the investors participating in the offering are accredited investors. In Kentucky, like in other states, there are specific qualification and verification requirements that issuers must adhere to when offering securities under Rule 506(c). These requirements ensure that only accredited investors, who possess a certain level of financial sophistication and meet specific net worth or income thresholds, are allowed to invest in these offerings. By restricting access to accredited investors, the goal is to mitigate the risks associated with higher-risk investments and protect unsophisticated investors from potential financial harm. Accredited Investor Qualification Requirements: 1. Income Threshold: In Kentucky, an individual investor must have an annual income of at least $200,000 ($300,000 if married and filing jointly) for the past two years, with a reasonable expectation of maintaining a similar income level in the future. Alternatively, the investor can demonstrate a joint income with their spouse of at least $300,000 for the same period. 2. Net Worth Threshold: The individual investor's net worth must exceed $1 million, either independently or jointly with their spouse (excluding the value of the investor's primary residence). 3. Business Entity Accreditation: Certain entities can also qualify as accredited investors, including banks, insurance companies, registered investment companies, private business development companies, and charitable organizations with total assets exceeding $5 million. Accredited Investor Verification Requirements: To comply with Rule 506(c), issuers must take reasonable steps to verify that investors meet the accredited investor qualification criteria mentioned above. While the SEC allows for a principles-based approach, it is advisable for issuers to adopt a more formal and documented verification process. Here are some common methods that issuers can use to verify investor status: 1. Income Verification: Requesting tax returns, W-2 forms, pay stubs, or other financial documents that demonstrate the investor's income level. 2. Net Worth Verification: Analyzing bank statements, brokerage statements, property appraisals, or other reliable records that establish the investor's net worth. 3. Written Representations: Receiving a written representation from a registered broker-dealer, attorney, certified public accountant, or investment advisor confirming the investor's accredited status. Different Types of Accredited Investor Qualification and Verification Requirements: While the accreditation requirements discussed above apply broadly to all Reg D, Rule 506(c) offerings in Kentucky, it is important to note that there are no specific variations or additional requirements unique to the state. Issuers must follow the federal standards set by the SEC when qualifying and verifying accredited investors. In conclusion, Kentucky's Accredited Investor Qualification and Verification Requirements for Reg D, Rule 506(c) offerings primarily align with the federal guidelines established by the SEC. Issuers must ensure their investors meet the income or net worth thresholds and take reasonable steps to verify their accredited status. These requirements serve to protect investors and maintain the integrity of the private securities market.
