What is an Accredited Investor?
An accredited investor is a person or entity that meets specific financial criteria set by the SEC, qualifying them to participate in private securities offerings not registered with regulators. Most tokenized RWA products are only available to accredited investors.
Individual Qualification
Income Test
- Individual: $200,000+ annual income for past 2 years (expected to continue)
- Joint with spouse: $300,000+ annual income
Net Worth Test
- $1,000,000+ net worth
- Excludes primary residence value
- Includes all assets minus liabilities
Professional Qualifications
- Licensed Series 7, 65, or 82 holders
- Directors, executives, or general partners of issuer
- Knowledgeable employees of private funds
Entity Qualification
- Bank, insurance company, registered investment company
- Business with $5M+ in assets
- Trust with $5M+ assets and sophisticated grantor
- Entity owned entirely by accredited investors
- Family office with $5M+ assets under management
Why Accreditation Matters for RWA
Most tokenized securities are offered under Reg D, which limits participation to accredited investors or requires their majority participation. This includes:
- Tokenized treasury products (OUSG, etc.)
- Private credit tokens
- Tokenized real estate
- Security token offerings
Verification Process
- Self-certification (less common now)
- Third-party verification services
- CPA or attorney letters
- Brokerage/bank statements review
Global Equivalents
Other jurisdictions have similar concepts:
- Qualified Investor (EU)
- Professional Investor (UK)
- Sophisticated Investor (Singapore)