Accredited investor vs. qualified purchaser.
Both terms are used in the private-investment world, but they are not interchangeable. They come from different federal securities laws, use different financial tests, and can determine access to different types of private offerings and investment funds.
Understanding the distinction starts with one important idea: net worth and investment assets are not the same test.
Two standards. Two different purposes.
An individual can qualify based on net worth, income, certain professional credentials, or certain relationships to an issuer or private fund.
For a natural person, the primary test is ownership of at least $5 million in investments as defined by federal securities law.
The qualified-purchaser calculation focuses on defined investment assets. Personal-use assets such as a primary residence generally do not simply count toward the investment threshold.
How can an individual qualify as an accredited investor?
Federal securities rules provide several ways for a natural person to qualify. An investor does not necessarily have to satisfy every test—meeting an applicable category may be enough.
Net Worth
Individual net worth, or joint net worth with a spouse or spousal equivalent, must exceed $1 million.
Individual Income
Individual income must exceed $200,000 in each of the two most recent years, with a reasonable expectation of reaching the same level in the current year.
Joint Income
Joint income with a spouse or spousal equivalent must exceed $300,000 in each of the prior two years, with a reasonable expectation of reaching that level again during the current year.
Certain Professional Credentials
Individuals holding certain SEC-recognized securities licenses in good standing can qualify without satisfying the traditional wealth or income tests.
Accredited-investor status is not limited to individuals.
Corporations, LLCs, partnerships, trusts, investment advisers, financial institutions, family offices, employee benefit plans, and other entities may qualify under different portions of the accredited-investor definition.
Certain corporations, partnerships, LLCs, charitable organizations and similar organizations can qualify when they have more than $5 million in total assets and satisfy applicable formation requirements.
Certain entity types not otherwise specifically listed can qualify if they own more than $5 million in investments and were not formed solely to purchase the offered securities.
An entity may qualify when all of its equity owners are themselves accredited investors.
Qualified purchaser uses a much different test.
For individuals, qualified-purchaser status generally focuses on the amount of qualifying investments owned—not annual income and not simply overall net worth.
Investments
A natural person may qualify by owning at least $5 million in investments, as that term is defined by SEC rules.
Investments
Certain companies owned directly or indirectly by specified family members can qualify when they own at least $5 million in investments.
Decision Makers & Contributors
Certain trusts not formed specifically to purchase the offered securities can qualify when the trustee or investment decision maker and each person contributing assets satisfy applicable qualified-purchaser requirements.
Discretionary Investments
A person acting for its own account or for the accounts of other qualified purchasers may qualify when it owns and invests on a discretionary basis at least $25 million in investments in the aggregate.
What does “$5 million in investments” actually mean?
This is where the qualified-purchaser test differs most visibly from an accredited-investor net-worth calculation.
SEC rules define “investments” broadly, but the calculation is governed by specific rules regarding what is held for investment, valuation, ownership, and associated indebtedness.
Investment assets are not the same thing as personal net worth.
For example, real estate used personally—such as a primary residence—is generally not treated as investment real estate for the qualified-purchaser calculation. Debt incurred to acquire qualifying investments can also affect the amount counted under SEC rules.
The difference at a glance.
Different private investments can have different eligibility standards.
Private offerings
Accredited-investor status is commonly relevant to private securities offerings conducted under exemptions from public registration, including offerings under Regulation D.
Certain private funds
Qualified-purchaser status is particularly important for certain privately offered investment companies relying on Section 3(c)(7) of the Investment Company Act.
A fund or offering may impose a qualified-purchaser standard, additional minimum investment requirements, suitability requirements, or other eligibility conditions.
How the tests can produce different answers.
$1.5 million net worth
Assume an individual has more than $1 million of qualifying net worth after applying the applicable primary-residence rules, but owns only $900,000 of investments.
$6 million investment portfolio
Assume an individual owns more than $5 million of assets that meet the regulatory definition of investments.
These simplified examples are provided only to illustrate the conceptual difference between the tests and should not be used to determine an investor's legal status.
Eligibility does not equal suitability.
Investor-status rules determine whether an investor may be legally eligible to participate in certain offerings. They do not determine whether the investment is appropriate for that investor.
Liquidity
Private investments may restrict withdrawals or lack an active secondary market.
Risk of Loss
Accredited or qualified status does not provide protection against investment losses.
Concentration
The size of a private investment should be considered relative to the investor's total portfolio.
Time Horizon
Capital may be committed for years, making future liquidity needs particularly important.
Valuation
Private investments may not receive continuous public-market pricing.
Due Diligence
Investors should evaluate strategy, management, fees, conflicts, structure, liquidity and other material risks before investing.
Don't confuse these terms with other investor classifications.
Accredited Investor
A Securities Act / Regulation D classification.
Qualified Purchaser
An Investment Company Act classification.
Qualified Client
A separate Investment Advisers Act concept relevant to certain performance-based compensation arrangements.
Qualified Institutional Buyer
Another separate securities-law classification commonly associated with Rule 144A transactions.
Common questions about accredited investors and qualified purchasers.
Is a qualified purchaser the same as an accredited investor?
No. They are separate legal classifications created under different federal securities laws and use different eligibility standards.
How much money does an individual need to be an accredited investor?
One financial test is net worth exceeding $1 million, individually or jointly with a spouse or spousal equivalent, subject to rules generally excluding the primary residence. Individuals may also qualify through income or certain professional criteria.
How much does an individual need to be a qualified purchaser?
One principal statutory category is a natural person who owns at least $5 million in investments as defined under SEC rules.
Does a $5 million home make someone a qualified purchaser?
Not merely because of its value. Real estate used for personal purposes generally is not considered investment real estate for the qualified-purchaser calculation.
Can income qualify someone as a qualified purchaser?
The basic natural-person qualified-purchaser test is based on ownership of qualifying investments rather than an annual-income threshold.
Why do private funds ask whether I am both accredited and a qualified purchaser?
Different provisions of federal securities law can apply to the offering of the fund's interests and to the fund's own regulatory status. As a result, some private funds verify more than one investor classification.
Does qualifying mean a private investment is appropriate for me?
No. Investor classification concerns legal eligibility. Suitability or appropriateness requires a separate evaluation of risk, liquidity, time horizon, portfolio concentration, objectives, and the characteristics of the particular investment.
The definitions come from federal securities law.
Access is only the first question.
Private investments should be evaluated in the context of the investor's entire portfolio—including liquidity, risk, valuation, concentration, time horizon, fees, and the role the investment is intended to serve.
Discuss Your PortfolioThis material is provided for general educational and informational purposes only and is not legal, tax, or individualized investment advice. The descriptions above summarize selected aspects of complex federal securities-law definitions and are not a substitute for the applicable statutes, regulations, SEC interpretations, offering documents, or advice from qualified legal counsel. Investor eligibility may depend on facts and circumstances not discussed here. Satisfying an accredited-investor or qualified-purchaser standard does not mean that a particular investment is appropriate. Private investments may involve significant risks, including illiquidity, loss of principal, limited disclosure, valuation uncertainty, leverage, concentration, and conflicts of interest.