# Accredited and Qualified Investor: Rules and Thresholds > Access regimes to private markets: accredited investor in the US, professional client in the EU, qualified investor in Russia—thresholds and qualification methods. Author: Алёна Дунаева — юрист, Family Office (https://wiki.private.law/authors/dunaeva) Last modified: 2026-07-16T09:14:00.000Z Canonical: https://wiki.private.law/en/accredited-investor Topics: investments Jurisdictions: global Product tags: investment, compliance Semantic tags: investment, compliance --- ## Why This Matters Access to private markets — pre-IPO shares, hedge funds, and most institutional-grade crypto products — is closed to the ordinary retail investor. The right to participate is tied to formal investor status in the investor's jurisdiction: the regulator looks at qualification, and the size of the account is only one of its markers. The same product can be open to a US qualified purchaser and a European professional yet unavailable to a resident of a country with no matching regime — which is why status is checked before the amount is ever discussed. ## Where the Thresholds Came From The logic of access grew out of the US Securities Act of 1933: a public offering must be registered with the SEC, while a private placement is exempt from registration — in exchange for admitting only investors able to judge the risk themselves and absorb the loss. The Reg D rules of 1982 codified this, and that is where the term accredited investor first appeared. Income and capital were taken as a measurable proxy for sophistication: a person with that much money is assumed either to understand the risk or to be able to pay for qualified advice. The proxy is admittedly crude — which is why the definition keeps being extended with professional criteria, while the thresholds themselves remain a matter of political dispute. ## USA: Accredited Investor and Qualified Purchaser US federal law knows two thresholds. An accredited investor (Rule 501 of Regulation D) has income above $200,000 ($300,000 jointly with a spouse) in each of the last two years, or net assets above $1 million excluding the primary residence; since 2020 the status also extends to holders of the Series 7, 65, or 82 licences. A qualified purchaser (Investment Company Act §2(a)(51)) sits higher — investment assets of $5 million for an individual — and opens §3(c)(7) funds with no cap on the number of investors. | Status | Threshold | What It Opens | | --- | --- | --- | | Accredited investor | income $200k / assets $1 million | Reg D 506(b)/(c), most feeder structures | | Qualified purchaser | investment assets $5 million+ | §3(c)(7) funds, direct institutional funds | The qualified purchaser test also has a corporate threshold — investment assets of $25 million for entities investing on a discretionary basis. Since the [2020 amendments](https://www.sec.gov/newsroom/press-releases/2020-191) the SEC has widened access beyond money alone: accredited status now covers Series 7/65/82 licence holders and knowledgeable employees of the funds themselves. The momentum carried into Congress: in 2025 the House of Representatives passed, by a wide margin, bills adding qualification by education and experience and an exam-based route to the status without a wealth test. The bills sit with the Senate Banking Committee; as of mid-2026 they have not been enacted and carry no legal force. > 💡 The difference between the two thresholds is subtle but decides access. For a §3(c)(1) fund capped at 100 participants, accredited investor status is enough; a §3(c)(7) fund, with no limit on the number of qualified holders, requires a qualified purchaser. That is why the large institutional funds are usually built around QPs. ## EU: Professional Client (MiFID II) In the EU the criterion is client categorisation under MiFID II. Per se professionals — banks, funds, and large companies — are professional by default. An elective professional (on request) is an individual meeting at least two of three tests: a financial-instrument portfolio above €500,000; relevant work experience in the financial sector; at least ten significant transactions per quarter over the past year. Retail clients are kept out of most alternatives; the notable exception is the ELTIF format, covered below. ## Switzerland, United Kingdom, and Offshore Jurisdictions Switzerland works through the qualified investor under CISA: professional clients under FinSA plus wealthy individuals who have opted out of retail status (assets of CHF 2 million, or CHF 500,000 with proven knowledge and experience). The United Kingdom uses the high-net-worth and self-certified sophisticated investor exemptions under FCA rules: annual income of £100,000 or net assets of £250,000. A brief raise of these thresholds to £170,000 / £430,000 in January 2024 drew industry protest and was [reversed in March of the same year](https://www.fca.org.uk/news/statements/changes-financial-promotions-order) — the thresholds went back to the previous levels. Offshore funds (Cayman, BVI) usually rely on the US and EU definitions directly in their subscription documents. ## Which Status Opens Which Product The link between status and product is easiest to see on concrete structures. SPVs on pre-IPO shares — SpaceX, Stripe, OpenAI — are raised, as a rule, under accredited investor. A §3(c)(7) hedge fund admits only qualified purchasers but lifts the cap on the number of participants. A European professional investor reaches private equity through [feeder structures](https://wiki.private.law/en/feeder-fund) and platforms like [Moonfare](https://wiki.private.law/en/moonfare). For EU retail the window was opened by ELTIF 2.0: since 2024 it has removed the €10,000 minimum ticket and the 10% cap on capital, keeping the MiFID II suitability test. ## What This Means in Practice > 🔗 **Related** > [Feeder fund](https://wiki.private.law/en/feeder-fund) · [SPV](https://wiki.private.law/en/spv) · [Moonfare](https://wiki.private.law/en/moonfare) · [Private funds](https://wiki.private.law/en/funds) · [Discretionary management](https://wiki.private.law/en/discretionary-portfolio-management) Status is confirmed at the subscription stage — through a questionnaire and, under Reg D 506(c) in the US, third-party verification; how that check works step by step is covered in the guide to [investor onboarding](https://wiki.private.law/en/investor-onboarding). Citizenship and tax residency act as a separate filter: a US person is restricted in access to a range of non-US products, and a non-US investor to American funds. Before a deal, status is checked against both the product and the jurisdiction; the mechanics of the structures themselves are covered in Feeder fund and SPV. > 🧭 Status is confirmed at subscription, but differently in each regime. In the EU and Switzerland a written declaration and a questionnaire are enough; in the US, under Reg D 506(c), the fund must verify accredited status through an independent party — an accountant, a lawyer, or a broker. The self-certification that suffices in London is no longer enough for a publicly advertised American fund. ## Where This Is Heading The general vector is a gradual widening of access alongside stronger suitability checks. The US is debating indexing the dollar thresholds to inflation: they have not been revised since 1982, and inflation long ago turned the "millionaire" into a mass category. In parallel, an exam-based qualification is under discussion — it would let knowledge confirm the status on a par with the wealth thresholds. In the EU the same effect comes from ELTIF 2.0, opening private markets to retail under the distributor's supervision. The British episode of 2024 is a reminder that the process can also run in reverse — thresholds can be raised and rolled back within two months. The practical takeaway for the investor is simple: status is confirmed for a specific transaction and reviewed for currency. > 🍓 Access to private markets rests on formal investor status: the US uses the accredited investor / qualified purchaser pair, the EU the professional client category under MiFID II, Switzerland and the United Kingdom their own thresholds under CISA and FCA rules. Each regime operates only within its own jurisdiction, so the same fund can be open to an investor in one country and closed in another. Status and the applicable regime should be checked before subscription — and revisited when regulators move the thresholds, as Britain did in 2024. ## Frequently asked questions ### What is the difference between an accredited investor and a qualified purchaser? The accredited investor (Rule 501 of Regulation D) is the entry tier: income above $200,000 ($300,000 jointly) in each of the last two years, or net worth above $1 million excluding the primary residence — it opens Reg D 506(b)/(c) offerings and most feeder structures. The qualified purchaser (Investment Company Act §2(a)(51)) sits higher at $5 million in investments and unlocks §3(c)(7) funds with no cap on the number of investors. One person can meet one test without meeting the other. ### How do I become a professional client in the EU? Under MiFID II an individual can opt up to elective professional status by meeting two of three tests: a financial-instrument portfolio above €500,000, at least a year of relevant work in the financial sector, or an average of ten significant transactions per quarter over the past year. Banks, funds and large companies count as professional per se. ### What are the accredited investor thresholds in Singapore? Annual income of at least S$300,000, net financial assets above S$1 million, or net personal assets above S$2 million (with the primary residence only partly counted). Since MAS introduced the opt-in regime in 2019, the status is not automatic: an eligible investor consents in writing and can withdraw that consent later. ### Can retail investors access private-market funds in the EU? Mostly no — retail clients stay out of most alternatives under MiFID II categorisation. The widening exception is ELTIF 2.0, applicable since 10 January 2024: it dropped the old €10,000 minimum ticket and lets retail investors into private-market funds subject to a MiFID suitability check. ### Have the US accredited investor thresholds changed since 1982? The dollar thresholds have not moved since 1982 and are not indexed to inflation. The 2020 amendments added qualification routes regardless of wealth — Series 7, 65 or 82 licence holders and knowledgeable employees of a private fund. A 2025 House bill (passed 397–12) would add an exam-based route to accredited status, but it is not yet law. --- ## FAQ ### What is the difference between an accredited investor and a qualified purchaser? The accredited investor (Rule 501 of Regulation D) is the entry tier: income above $200,000 ($300,000 jointly) in each of the last two years, or net worth above $1 million excluding the primary residence — it opens Reg D 506(b)/(c) offerings and most feeder structures. The qualified purchaser (Investment Company Act §2(a)(51)) sits higher at $5 million in investments and unlocks §3(c)(7) funds with no cap on the number of investors. One person can meet one test without meeting the other. ### How do I become a professional client in the EU? Under MiFID II an individual can opt up to elective professional status by meeting two of three tests: a financial-instrument portfolio above €500,000, at least a year of relevant work in the financial sector, or an average of ten significant transactions per quarter over the past year. Banks, funds and large companies count as professional per se. ### What are the accredited investor thresholds in Singapore? Annual income of at least S$300,000, net financial assets above S$1 million, or net personal assets above S$2 million (with the primary residence only partly counted). Since MAS introduced the opt-in regime in 2019, the status is not automatic: an eligible investor consents in writing and can withdraw that consent later. ### Can retail investors access private-market funds in the EU? Mostly no — retail clients stay out of most alternatives under MiFID II categorisation. The widening exception is ELTIF 2.0, applicable since 10 January 2024: it dropped the old €10,000 minimum ticket and lets retail investors into private-market funds subject to a MiFID suitability check. ### Have the US accredited investor thresholds changed since 1982? The dollar thresholds have not moved since 1982 and are not indexed to inflation. The 2020 amendments added qualification routes regardless of wealth — Series 7, 65 or 82 licence holders and knowledgeable employees of a private fund. A 2025 House bill (passed 397–12) would add an exam-based route to accredited status, but it is not yet law. --- ## Factual claims - US federal law knows two thresholds. - The qualified purchaser test also has a corporate threshold — investment assets of $25 million for entities investing on a discretionary basis. - Switzerland works through the qualified investor under CISA: professional clients under FinSA plus wealthy individuals who have opted out of retail status (assets of CHF 2 million, or CHF 500,000 with proven knowledge and experience). - Status is confirmed at the subscription stage — through a questionnaire and, under Reg D 506(c) in the US, third-party verification; how that check works step by step is covered in the guide to investor onboarding.