What is an Accredited Investor?
An accredited investor is a person or organization that meets specific financial criteria set by the Securities and Exchange Commission (SEC), qualifying them to invest in unregistered securities. Many tokenized RWA products are offered exclusively to accredited investors under regulatory exemptions.
SEC Qualification Criteria
For Individuals:
- Income test: Annual income exceeding $200K (or $300K with spouse) for the past two years, with expectation of maintaining that level
- Net worth test: Net worth exceeding $1M, excluding primary residence
- Professional credentials: Holders of Series 7, 65, or 82 licenses
For Entities:
- Asset test: Organizations with assets exceeding $5M
- Ownership test: Entities owned entirely by accredited investors
- Institutional investors: Banks, insurance companies, registered investment companies
Why Accreditation Matters for RWAs
Most tokenized securities are offered under Reg D exemptions, which limit sales to accredited investors. This includes:
- Tokenized treasury products (OUSG, BUIDL)
- Private credit pools (Maple, Goldfinch)
- Security token offerings (STOs)
- Real estate tokens with equity structures
Verification Process
RWA platforms typically verify accreditation through:
- Self-certification: Investor attests to meeting criteria
- Third-party verification: Services like Verify Investor or Parallel Markets
- Financial documentation: Tax returns, bank statements, brokerage records
- Professional letter: CPA, attorney, or broker-dealer confirmation
Non-Accredited Alternatives
Investors who don't qualify still have options:
- Reg A+ offerings: Some tokenized assets available to everyone
- Yield-bearing stablecoins: Products structured to avoid securities classification
- International products: Reg S offerings for non-US persons
- Native DeFi yields: Staking, lending without RWA exposure
Implications for DeFi
Accreditation requirements create a two-tier system in RWA DeFi. Higher-yield products with institutional backing often require verification, while permissionless alternatives may offer lower yields or different risk profiles.