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Accredited Investors Information

INFORMATION ON ACCREDITED INVESTORS

1) An accredited investor is: a bank as defined in Section 3(a)(2) of the Securities Act of 1933 (the "Act"). Or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company as defined in Section 2(a)(48) of that act; a Small Business Investment Company Act licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1973/4 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or a registered investment advisor, or if the employee benefit plan has total assets in the excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

2) An accredited investor is: any private business development company as defined in Section 202(a)(22) of the Investment advisors Act of 1940.

3) An accredited investor is: any organization described in Section 501c(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

4) An accredited investor is: any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer.

5) An accredited investor is: any natural person whose individual net worth, or joint net worth with that person's spouse, at time of purchase, exceeds $ 1,000,000..

6) An accredited investor is: any natural person who had an individual income in excess of $200,000 in each of the two (2) most recent years, or joint income with that person's spouse, in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year.

7) An accredited investor is: any trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment.

8) An accredited investor is: any entity in which all the equity owners are accredited investors as defined above.

AN INVESTOR WHO MEETS ONE OF THE FOREGOING STANDARDS IS CONSIDERED AN "ACCREDITED INVESTOR" IF HE OR SHE ALSO MEETS AT LEAST ONE OF THE FOLLOWING CRITERIA:

A) The accredited investor or his professional advisor can be reasonably assumed to have the capacity to protect his own interests in connection with the transaction by reason of his business experience or the business or financial experience of his advisor.

B) The accredited investor can reasonably be assumed to be capable of bearing the economic risk and can reasonably be assumed to not require immediate liquidity pursuant to his investment in the securities.

C) The accredited investor can reasonably be assumed to have net worth adequate so as investment in the securities does not exceed ten percent of the investor's net worth.

Click here for General Rules and Regulations promulgated under the Securities Act of 1933: Regulation D Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933.