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An “accredited investor” is a category of person permitted to participate in certain unregistered securities offerings. A simple way to think of the line-drawing exercise the SEC is engaged in here is that the more capable an investor is of fending for him/herself in an offering, and the more able an investor of withstanding a complete loss on the investment, the less the SEC is concerned about mandating the obligations of a public reporting company on an issuer.

For natural persons, an “accredited investor” is anyone who has either: (1) earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, or (2) a net worth of over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence). There are other exemptions based on financial sophistication, but these thresholds are the most generic in terms of determining accreditation status.

For entities, there are a number of tests to determine whether the entity in question is accredited. For the most part, if the entity has over $5 million in total assets or all of the owners of the entity are accredited, then the entity will be deemed to be accredited.