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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.
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.
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.
Requirements of Rule 506 The issuer must provide the non-accredited investors with certain disclosures, such as financial statements and be available to answer questions from non-accredited investors.
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.
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) 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.