October 13, 2026
The SEC Requests Comment on Five Professional Credentials and a New Exam as Bases for Accredited Investor Status
On September 30, 2026, the Securities and Exchange Commission (SEC) issued five notices requesting comment on whether to designate five professional credentials and passage of a new accredited investor exam as bases for accredited investor status.[1] If designated, these would allow more individuals to qualify on the basis of professional knowledge rather than wealth or income.
How the Designation Process Works
The term “accredited investor” is defined in Rule 501(a) of Regulation D under the Securities Act of 1933. In addition to financial qualifications and other categories that qualify, Rule 501(a)(10) treats as an accredited investor any individual who holds in good standing a professional certification, designation, or credential that the SEC has designated for that purpose. Under the rule, the SEC designates by order, after notice and an opportunity for public comment, and does not need to amend Rule 501(a) to do so. The rule also lists attributes the SEC considers in deciding whether to designate a credential, including whether the credential arises from an examination administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution, whether the examination reliably demonstrates comprehension of securities and investing, whether holders can be expected to evaluate the merits and risks of a prospective investment, and whether a person’s status is publicly available or otherwise independently verifiable.[2] In 2020, the SEC used this process to designate three securities industry licenses administered by the Financial Industry Regulatory Authority (FINRA): the General Securities Representative license (Series 7), the Investment Adviser Representative license (Series 65) and the Private Securities Offerings Representative license (Series 82).[3]
The notices for the new potential designations were published in the Federal Register on October 5, 2026, and comments are due by December 4, 2026.
The Five Credentials and the Exam
Professional licenses and certifications. Four of the notices cover five credentials: a U.S. certified public accountant (CPA) license, a Chartered Financial Analyst (CFA) charter, a Certified Financial Planner (CFP) certification in the United States, and two FINRA licenses: the Investment Banking Representative license (Series 79) and the Research Analyst license (Series 86 and 87). Under the notices, each credential would count only while held in good standing, as defined by the body that issues it. A CPA license must be active under the rules of the issuing jurisdiction, and a CFA charterholder must keep the charter current through annual dues and a professional conduct statement. A CFP certification would count only while the CFP Board permits the holder to hold out as certified, and the Series 79 and Series 86 and 87 licenses would count only while active. Each issuing body maintains a public database for checking status: CPAverify.org and state lookup tools, the CFA Institute member directory, the CFP Board website and FINRA BrokerCheck. The National Association of State Boards of Accountancy estimates that there are more than 650,000 CPAs.
The accredited investor exam. The fifth notice concerns passage of an accredited investor exam that FINRA would develop and that would be open to anyone 18 or older. A candidate would not need to be associated with a FINRA member firm, and passing the exam would not qualify a person for FINRA registration. As described in the notice, the exam is expected to have approximately 75 questions and to be valid for ten years, after which the holder would need to pass it again. FINRA would build a process allowing issuers to verify the date a person passed the exam and the date the ten-year period ends.
Under each potential designation, the individual would qualify only for his or her own account and could not rely on the status to purchase securities on behalf of another person.
What the Designations Would Mean for Issuers Under Regulation D
Rule 506 of Regulation D provides a safe harbor for an issuer to sell securities without registering the offering with the SEC, subject to conditions, several of which depend on whether purchasers are accredited investors. The notices describe how the designations would affect these offerings, as well as offerings under Regulation A and Regulation Crowdfunding.[4] In a Rule 506(b) offering, which does not permit general solicitation, if every purchaser is an accredited investor, the issuer is not required to provide the financial and other information that Rule 502(b) requires when non-accredited investors participate. In a Rule 506(c) offering, where every purchaser must be an accredited investor and the issuer must take reasonable steps to verify that status, the notices state that verifying status through a credential that is easier to confirm may be less costly than verifying income or net worth. In Tier 2 Regulation A offerings and Regulation Crowdfunding offerings, which limit how much non-accredited investors may invest, more accredited investors would allow larger investments per investor.
Status based on a credential or the exam can also end, for example when a license lapses or when the ten-year period for a passed exam expires. Issuers and fund sponsors would need to confirm good standing at the time of sale, add the new categories to investor questionnaires, and decide what record of a database check to keep. The SEC expects the overall effects to be modest, in part because many credential holders may already qualify on the basis of income or net worth.
Effects Beyond Regulation D
The accredited investor definition is used extensively outside of Regulation D across various federal and state securities laws, exemptions, and private market contexts, and the SEC acknowledges that designations could have indirect effects where state securities laws incorporate it.[5] For example, the North American Securities Administrators Association (NASAA) Statement of Policy Regarding Real Estate Investment Trusts, which state securities administrators apply when reviewing non-traded REIT offerings, exempts accredited investors as defined in Rule 501(a) from its concentration limit.[6] Individuals who qualify under the new designations could therefore fall within that exemption in states that apply it.
On the same day that these notices were released, the SEC also proposed to treat accredited investors as “qualified clients” under the performance fee rules of the Investment Advisers Act of 1940.[7] Under Rule 205-3 under the Investment Advisers Act, a registered investment adviser cannot charge a performance fee with respect to a private fund exempt under Section 3(c)(1) of the Investment Company Act of 1940 unless each investor in the fund independently meets the definition of qualified client (unless an investor is not charged a performance fee). Currently, to qualify as a qualified client under Rule 205-3, an individual or entity generally must satisfy specified financial thresholds, such as having at least $1.4 million under the adviser’s management or a net worth exceeding $2.7 million, subject to periodic inflation adjustments. If the SEC’s new proposal is adopted and the designations are made, accredited investors in Section 3(c)(1) private funds, including individuals who qualify through a new designation alone, could also be charged performance-based compensation.
Conclusion
The notices extend the approach the SEC began in 2020 to designate additional ways to qualify as an accredited investor, with a broader set of credentials and an exam open to anyone 18 or older. For issuers, the main practical change would be the need to track credential status and document verification. Because the same definition is used in other federal and state rules, the effect of any designation is likely to extend beyond private placement eligibility.
[1] SEC Release Nos. 33-11445, 33-11446, 33-11447, 33-11448 and 33-11449; File Nos. 4-931 through 4-935 (Sept. 30, 2026), published in the Federal Register on Oct. 5, 2026.
[2] 17 C.F.R. § 230.501(a)(10) and Note 1 to paragraph (a)(10).
[3] SEC Release No. 33-10823, “Order Designating Certain Professional Licenses as Qualifying Natural Persons for Accredited Investor Status” (Aug. 26, 2020).
[4] SEC Release No. 33-11446, “Potential Designation of U.S. Certified Public Accountant License as Qualifying Natural Persons for Accredited Investor Status,” 91 Fed. Reg. 63368, 63375-76 (Oct. 5, 2026). The other four notices contain the same analysis. See also 17 C.F.R. §§ 230.501(a), 230.502(b), 230.506(b), (c).
[5] SEC Release No. 33-11446, 91 Fed. Reg. at 63375 n.74.
[6] NASAA, Statement of Policy Regarding Real Estate Investment Trusts § III.D.4 (as amended Sept. 7, 2025, effective Jan. 1, 2026).
[7] SEC Release No. 33-11443; 34-106533; IA-7022; IC-36350; File No. S7-2026-28, “Investment Adviser Performance-Based Compensation Modernization” (proposed Sept. 30, 2026), 91 Fed. Reg. 63676 (Oct. 6, 2026).
On September 30, 2026, the Securities and Exchange Commission (SEC) issued five notices requesting comment on whether to designate five professional credentials and passage of a new accredited investor exam as bases for accredited investor status.[1] If designated, these would allow more individuals to qualify on the basis of professional knowledge rather than wealth or income.
How the Designation Process Works
The term “accredited investor” is defined in Rule 501(a) of Regulation D under the Securities Act of 1933. In addition to financial qualifications and other categories that qualify, Rule 501(a)(10) treats as an accredited investor any individual who holds in good standing a professional certification, designation, or credential that the SEC has designated for that purpose. Under the rule, the SEC designates by order, after notice and an opportunity for public comment, and does not need to amend Rule 501(a) to do so. The rule also lists attributes the SEC considers in deciding whether to designate a credential, including whether the credential arises from an examination administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution, whether the examination reliably demonstrates comprehension of securities and investing, whether holders can be expected to evaluate the merits and risks of a prospective investment, and whether a person’s status is publicly available or otherwise independently verifiable.[2] In 2020, the SEC used this process to designate three securities industry licenses administered by the Financial Industry Regulatory Authority (FINRA): the General Securities Representative license (Series 7), the Investment Adviser Representative license (Series 65) and the Private Securities Offerings Representative license (Series 82).[3]
The notices for the new potential designations were published in the Federal Register on October 5, 2026, and comments are due by December 4, 2026.
The Five Credentials and the Exam
Professional licenses and certifications. Four of the notices cover five credentials: a U.S. certified public accountant (CPA) license, a Chartered Financial Analyst (CFA) charter, a Certified Financial Planner (CFP) certification in the United States, and two FINRA licenses: the Investment Banking Representative license (Series 79) and the Research Analyst license (Series 86 and 87). Under the notices, each credential would count only while held in good standing, as defined by the body that issues it. A CPA license must be active under the rules of the issuing jurisdiction, and a CFA charterholder must keep the charter current through annual dues and a professional conduct statement. A CFP certification would count only while the CFP Board permits the holder to hold out as certified, and the Series 79 and Series 86 and 87 licenses would count only while active. Each issuing body maintains a public database for checking status: CPAverify.org and state lookup tools, the CFA Institute member directory, the CFP Board website and FINRA BrokerCheck. The National Association of State Boards of Accountancy estimates that there are more than 650,000 CPAs.
The accredited investor exam. The fifth notice concerns passage of an accredited investor exam that FINRA would develop and that would be open to anyone 18 or older. A candidate would not need to be associated with a FINRA member firm, and passing the exam would not qualify a person for FINRA registration. As described in the notice, the exam is expected to have approximately 75 questions and to be valid for ten years, after which the holder would need to pass it again. FINRA would build a process allowing issuers to verify the date a person passed the exam and the date the ten-year period ends.
Under each potential designation, the individual would qualify only for his or her own account and could not rely on the status to purchase securities on behalf of another person.
What the Designations Would Mean for Issuers Under Regulation D
Rule 506 of Regulation D provides a safe harbor for an issuer to sell securities without registering the offering with the SEC, subject to conditions, several of which depend on whether purchasers are accredited investors. The notices describe how the designations would affect these offerings, as well as offerings under Regulation A and Regulation Crowdfunding.[4] In a Rule 506(b) offering, which does not permit general solicitation, if every purchaser is an accredited investor, the issuer is not required to provide the financial and other information that Rule 502(b) requires when non-accredited investors participate. In a Rule 506(c) offering, where every purchaser must be an accredited investor and the issuer must take reasonable steps to verify that status, the notices state that verifying status through a credential that is easier to confirm may be less costly than verifying income or net worth. In Tier 2 Regulation A offerings and Regulation Crowdfunding offerings, which limit how much non-accredited investors may invest, more accredited investors would allow larger investments per investor.
Status based on a credential or the exam can also end, for example when a license lapses or when the ten-year period for a passed exam expires. Issuers and fund sponsors would need to confirm good standing at the time of sale, add the new categories to investor questionnaires, and decide what record of a database check to keep. The SEC expects the overall effects to be modest, in part because many credential holders may already qualify on the basis of income or net worth.
Effects Beyond Regulation D
The accredited investor definition is used extensively outside of Regulation D across various federal and state securities laws, exemptions, and private market contexts, and the SEC acknowledges that designations could have indirect effects where state securities laws incorporate it.[5] For example, the North American Securities Administrators Association (NASAA) Statement of Policy Regarding Real Estate Investment Trusts, which state securities administrators apply when reviewing non-traded REIT offerings, exempts accredited investors as defined in Rule 501(a) from its concentration limit.[6] Individuals who qualify under the new designations could therefore fall within that exemption in states that apply it.
On the same day that these notices were released, the SEC also proposed to treat accredited investors as “qualified clients” under the performance fee rules of the Investment Advisers Act of 1940.[7] Under Rule 205-3 under the Investment Advisers Act, a registered investment adviser cannot charge a performance fee with respect to a private fund exempt under Section 3(c)(1) of the Investment Company Act of 1940 unless each investor in the fund independently meets the definition of qualified client (unless an investor is not charged a performance fee). Currently, to qualify as a qualified client under Rule 205-3, an individual or entity generally must satisfy specified financial thresholds, such as having at least $1.4 million under the adviser's management or a net worth exceeding $2.7 million, subject to periodic inflation adjustments. If the SEC’s new proposal is adopted and the designations are made, accredited investors in Section 3(c)(1) private funds, including individuals who qualify through a new designation alone, could also be charged performance-based compensation.
Conclusion
The notices extend the approach the SEC began in 2020 to designate additional ways to qualify as an accredited investor, with a broader set of credentials and an exam open to anyone 18 or older. For issuers, the main practical change would be the need to track credential status and document verification. Because the same definition is used in other federal and state rules, the effect of any designation is likely to extend beyond private placement eligibility.
[1] SEC Release Nos. 33-11445, 33-11446, 33-11447, 33-11448 and 33-11449; File Nos. 4-931 through 4-935 (Sept. 30, 2026), published in the Federal Register on Oct. 5, 2026.
[2] 17 C.F.R. § 230.501(a)(10) and Note 1 to paragraph (a)(10).
[3] SEC Release No. 33-10823, “Order Designating Certain Professional Licenses as Qualifying Natural Persons for Accredited Investor Status” (Aug. 26, 2020).
[4] SEC Release No. 33-11446, “Potential Designation of U.S. Certified Public Accountant License as Qualifying Natural Persons for Accredited Investor Status,” 91 Fed. Reg. 63368, 63375-76 (Oct. 5, 2026). The other four notices contain the same analysis. See also 17 C.F.R. §§ 230.501(a), 230.502(b), 230.506(b), (c).
[5] SEC Release No. 33-11446, 91 Fed. Reg. at 63375 n.74.
[6] NASAA, Statement of Policy Regarding Real Estate Investment Trusts § III.D.4 (as amended Sept. 7, 2025, effective Jan. 1, 2026).
[7] SEC Release No. 33-11443; 34-106533; IA-7022; IC-36350; File No. S7-2026-28, “Investment Adviser Performance-Based Compensation Modernization” (proposed Sept. 30, 2026), 91 Fed. Reg. 63676 (Oct. 6, 2026).
On September 30, 2026, the Securities and Exchange Commission (SEC) issued five notices requesting comment on whether to designate five professional credentials and passage of a new accredited investor exam as bases for accredited investor status.[1] If designated, these would allow more individuals to qualify on the basis of professional knowledge rather than wealth or income.
How the Designation Process Works
The term “accredited investor” is defined in Rule 501(a) of Regulation D under the Securities Act of 1933. In addition to financial qualifications and other categories that qualify, Rule 501(a)(10) treats as an accredited investor any individual who holds in good standing a professional certification, designation, or credential that the SEC has designated for that purpose. Under the rule, the SEC designates by order, after notice and an opportunity for public comment, and does not need to amend Rule 501(a) to do so. The rule also lists attributes the SEC considers in deciding whether to designate a credential, including whether the credential arises from an examination administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution, whether the examination reliably demonstrates comprehension of securities and investing, whether holders can be expected to evaluate the merits and risks of a prospective investment, and whether a person’s status is publicly available or otherwise independently verifiable.[2] In 2020, the SEC used this process to designate three securities industry licenses administered by the Financial Industry Regulatory Authority (FINRA): the General Securities Representative license (Series 7), the Investment Adviser Representative license (Series 65) and the Private Securities Offerings Representative license (Series 82).[3]
The notices for the new potential designations were published in the Federal Register on October 5, 2026, and comments are due by December 4, 2026.
The Five Credentials and the Exam
Professional licenses and certifications. Four of the notices cover five credentials: a U.S. certified public accountant (CPA) license, a Chartered Financial Analyst (CFA) charter, a Certified Financial Planner (CFP) certification in the United States, and two FINRA licenses: the Investment Banking Representative license (Series 79) and the Research Analyst license (Series 86 and 87). Under the notices, each credential would count only while held in good standing, as defined by the body that issues it. A CPA license must be active under the rules of the issuing jurisdiction, and a CFA charterholder must keep the charter current through annual dues and a professional conduct statement. A CFP certification would count only while the CFP Board permits the holder to hold out as certified, and the Series 79 and Series 86 and 87 licenses would count only while active. Each issuing body maintains a public database for checking status: CPAverify.org and state lookup tools, the CFA Institute member directory, the CFP Board website and FINRA BrokerCheck. The National Association of State Boards of Accountancy estimates that there are more than 650,000 CPAs.
The accredited investor exam. The fifth notice concerns passage of an accredited investor exam that FINRA would develop and that would be open to anyone 18 or older. A candidate would not need to be associated with a FINRA member firm, and passing the exam would not qualify a person for FINRA registration. As described in the notice, the exam is expected to have approximately 75 questions and to be valid for ten years, after which the holder would need to pass it again. FINRA would build a process allowing issuers to verify the date a person passed the exam and the date the ten-year period ends.
Under each potential designation, the individual would qualify only for his or her own account and could not rely on the status to purchase securities on behalf of another person.
What the Designations Would Mean for Issuers Under Regulation D
Rule 506 of Regulation D provides a safe harbor for an issuer to sell securities without registering the offering with the SEC, subject to conditions, several of which depend on whether purchasers are accredited investors. The notices describe how the designations would affect these offerings, as well as offerings under Regulation A and Regulation Crowdfunding.[4] In a Rule 506(b) offering, which does not permit general solicitation, if every purchaser is an accredited investor, the issuer is not required to provide the financial and other information that Rule 502(b) requires when non-accredited investors participate. In a Rule 506(c) offering, where every purchaser must be an accredited investor and the issuer must take reasonable steps to verify that status, the notices state that verifying status through a credential that is easier to confirm may be less costly than verifying income or net worth. In Tier 2 Regulation A offerings and Regulation Crowdfunding offerings, which limit how much non-accredited investors may invest, more accredited investors would allow larger investments per investor.
Status based on a credential or the exam can also end, for example when a license lapses or when the ten-year period for a passed exam expires. Issuers and fund sponsors would need to confirm good standing at the time of sale, add the new categories to investor questionnaires, and decide what record of a database check to keep. The SEC expects the overall effects to be modest, in part because many credential holders may already qualify on the basis of income or net worth.
Effects Beyond Regulation D
The accredited investor definition is used extensively outside of Regulation D across various federal and state securities laws, exemptions, and private market contexts, and the SEC acknowledges that designations could have indirect effects where state securities laws incorporate it.[5] For example, the North American Securities Administrators Association (NASAA) Statement of Policy Regarding Real Estate Investment Trusts, which state securities administrators apply when reviewing non-traded REIT offerings, exempts accredited investors as defined in Rule 501(a) from its concentration limit.[6] Individuals who qualify under the new designations could therefore fall within that exemption in states that apply it.
On the same day that these notices were released, the SEC also proposed to treat accredited investors as “qualified clients” under the performance fee rules of the Investment Advisers Act of 1940.[7] Under Rule 205-3 under the Investment Advisers Act, a registered investment adviser cannot charge a performance fee with respect to a private fund exempt under Section 3(c)(1) of the Investment Company Act of 1940 unless each investor in the fund independently meets the definition of qualified client (unless an investor is not charged a performance fee). Currently, to qualify as a qualified client under Rule 205-3, an individual or entity generally must satisfy specified financial thresholds, such as having at least $1.4 million under the adviser’s management or a net worth exceeding $2.7 million, subject to periodic inflation adjustments. If the SEC’s new proposal is adopted and the designations are made, accredited investors in Section 3(c)(1) private funds, including individuals who qualify through a new designation alone, could also be charged performance-based compensation.
Conclusion
The notices extend the approach the SEC began in 2020 to designate additional ways to qualify as an accredited investor, with a broader set of credentials and an exam open to anyone 18 or older. For issuers, the main practical change would be the need to track credential status and document verification. Because the same definition is used in other federal and state rules, the effect of any designation is likely to extend beyond private placement eligibility.
[1] SEC Release Nos. 33-11445, 33-11446, 33-11447, 33-11448 and 33-11449; File Nos. 4-931 through 4-935 (Sept. 30, 2026), published in the Federal Register on Oct. 5, 2026.
[2] 17 C.F.R. § 230.501(a)(10) and Note 1 to paragraph (a)(10).
[3] SEC Release No. 33-10823, “Order Designating Certain Professional Licenses as Qualifying Natural Persons for Accredited Investor Status” (Aug. 26, 2020).
[4] SEC Release No. 33-11446, “Potential Designation of U.S. Certified Public Accountant License as Qualifying Natural Persons for Accredited Investor Status,” 91 Fed. Reg. 63368, 63375-76 (Oct. 5, 2026). The other four notices contain the same analysis. See also 17 C.F.R. §§ 230.501(a), 230.502(b), 230.506(b), (c).
[5] SEC Release No. 33-11446, 91 Fed. Reg. at 63375 n.74.
[6] NASAA, Statement of Policy Regarding Real Estate Investment Trusts § III.D.4 (as amended Sept. 7, 2025, effective Jan. 1, 2026).
[7] SEC Release No. 33-11443; 34-106533; IA-7022; IC-36350; File No. S7-2026-28, “Investment Adviser Performance-Based Compensation Modernization” (proposed Sept. 30, 2026), 91 Fed. Reg. 63676 (Oct. 6, 2026).