SEC Seeks Comment on an Accredited Investor Exam and Four Professional Credentials as New Paths to Accredited Status

On September 30, 2026, the Securities and Exchange Commission published five notices asking for public comment on new ways for individuals to qualify as accredited investors without meeting the income or net worth tests. The first would recognize passage of an accredited investor exam that FINRA would build and administer. The other four would recognize holders in good standing of a U.S. certified public accountant license, the Chartered Financial Analyst charter, the Certified Financial Planner certification, and the FINRA Investment Banking Representative (Series 79) and Research Analyst (Series 86 and 87) licenses. Potential Designation of Passage of an Accredited Investor Exam to Be Developed by FINRA as Qualifying Natural Persons for Accredited Investor Status, Securities Act Release No. 33-11445 (Sept. 30, 2026); Release Nos. 33-11446 through 33-11449 (Sept. 30, 2026). Comments are due 60 days after the notices appear in the Federal Register. The notices were part of a broader package the Commission approved the same day aimed at widening individual access to private markets.

These are designation orders, not rule amendments

The accredited investor definition in Rule 501(a) of Regulation D already contains, since 2020, a category for any natural person holding in good standing a professional certification, designation, or credential that the Commission has designated by order. 17 C.F.R. § 230.501(a)(10). The rule lists four attributes the Commission weighs: the credential arises from an exam administered by a self-regulatory organization, industry body, or accredited institution; the exam reliably tests comprehension of securities and investing; holders can be expected to have the knowledge to evaluate an investment’s merits and risks; and the holder’s status is publicly verifiable. When the Commission adopted that category it designated only three licenses, the Series 7, Series 65, and Series 82, and said it would consider others after gaining experience with the rule. Accredited Investor Definition, Securities Act Release No. 33-10824 (Aug. 26, 2020). The Commission now states it has had more than five years of experience and is aware of no evidence that the 2020 expansion created investor protection problems. Because the mechanism is a designation order under the existing rule, the Commission does not need to amend Rule 501(a) to adopt any of the five; it needs only to issue the order after the comment period closes. The text of the rule, and the income and net worth tests, do not change.

The exam

The exam would be the first pathway to accredited investor status that depends on neither wealth nor a job in the financial industry. FINRA would develop and administer it, modeled on its Securities Industry Essentials exam. Anyone 18 or older could sit for it; no association with a brokerage firm would be required, and passing it would not qualify anyone to work in the securities business. FINRA anticipates roughly 75 multiple-choice questions over about two hours, delivered in person at a test center, with a fee comparable to the SIE exam’s current $100. The content would cover six areas: types and structures of securities in exempt offerings, investment risks including illiquidity, leverage, and fees, disclosure and regulatory requirements, financial statements and valuation ratios, conflicts of interest, and corporate governance and investor rights. Investment risks would carry the heaviest weighting, between 20 and 28 percent of the questions.

A passing score would be good for ten years. To remain an accredited investor on this basis, the individual would have to retake and pass the exam, with no waivers. A candidate who fails could retake after 30 days; three failures within two years would impose a 180-day wait. FINRA would build a public lookup so that an issuer or placement agent could confirm that a person passed and when the ten-year period ends. The notice proposes no cap on how much an exam holder may invest. That is a departure from the 2024 recommendation of the Commission’s Small Business Capital Formation Advisory Committee, which paired an educational pathway with a limit of five percent of the investor’s income or net worth. The Commission asked specifically for comment on the content, format, fee, and validity period, and said it will pass those comments to FINRA.

The four professional credentials

Each of the four credential notices follows the same structure: the Commission describes the exam and experience requirements behind the credential, the continuing education or dues that keep it active, and the public database that verifies it, then concludes that holding it in good standing satisfies the rule’s four attributes. The notices put the eligible populations at more than 650,000 CPAs, roughly 194,000 CFA charterholders worldwide, more than 110,000 CFP professionals in the United States, approximately 57,000 Series 79 holders, and approximately 5,900 Series 86 and 87 holders. The Commission acknowledges that many of these people already qualify on income or net worth. The CFA Institute told the Commission its median U.S. member clears the income threshold already.

Good standing is defined differently for each. A CPA must hold an active license in a U.S. jurisdiction; inactive or suspended licenses do not count, and a CPA barred from practicing before the Commission for lack of qualifications would be excluded, though a CPA suspended for other reasons would not. A CFA must pay annual dues and sign the annual Professional Conduct Statement. A CFP must keep up 30 hours of continuing education every two years; the certification has no inactive category, so lapse or discipline ends eligibility. The Series 79 and Series 86 and 87 licenses, like the Series 7, 65, and 82 already designated, require the holder to be registered through a FINRA member firm, so a person who leaves the industry loses the qualification when the registration terminates. Verification would run through CPAverify.org or state boards, the CFA Institute member directory, the CFP Board’s website, and FINRA BrokerCheck.

What the Commission is weighing

The notices say the expected effects on both investors and issuers may be modest, for the reasons the Commission gave in 2020: many newly eligible individuals already qualify, those who do not tend to have less capital to invest, and some issuers will keep imposing their own minimums. The clearer benefit is verification cost. In a Rule 506(c) offering, where the issuer must take reasonable steps to verify that every purchaser is accredited, checking a public credential database is cheaper and less intrusive than reviewing tax returns or brokerage statements. Since March 2025 the Commission staff has also accepted a minimum investment of $200,000 for an individual, with written representations that the purchaser is accredited and did not borrow the money for the purpose, as reasonable verification. A credential lookup would give issuers a second low-cost method for investors writing smaller checks. Commissioner Peirce supported the notices while questioning why the government should require a test at all and why FINRA alone should administer it; her remarks suggest the comment file may draw proposals for alternative exam providers.

What this means for issuers and credential holders

Nothing has changed yet. Until the Commission issues a designation order, a CPA, CFA, CFP, or Series 79 holder who does not meet the income or net worth test is not an accredited investor, and an issuer may not treat them as one. Issuers planning offerings in the next several months should continue to verify status under the existing categories. When orders issue, Rule 506(c) issuers and their placement agents will want to add credential lookups to their verification procedures and update subscription documents to capture the new categories. Individuals who hold one of these credentials and have been excluded from private offerings have an interest in the outcome and a 60-day window to say so. Comments go to File Nos. 4-931 through 4-935 at sec.gov.