Entity & Trust Accredited Investor Calculator

How an entity qualifies as an accredited investor

Under SEC Regulation D, Rule 501(a), an entity — an LLC, corporation, partnership, or fund — can be an accredited investor through several routes. The two most common:

• The $5 million total-assets test (Rule 501(a)(3)). The entity has total assets over $5,000,000 and was not formed for the specific purpose of acquiring the securities being offered. More on the $5M asset test →
• The all-owners look-through test (Rule 501(a)(8)). Every equity owner of the entity is itself an accredited investor. A family LLC whose only members are two individually accredited spouses qualifies this way, even with well under $5 million in the entity.

Two more paths exist for specific structures: a family office with at least $5,000,000 under management (Rule 501(a)(12)), and an entity owning more than $5,000,000 in investments, not formed to acquire the securities (Rule 501(a)(9)).

Trusts are a special case

A trust is not an ordinary operating entity, so the tests apply differently:

• Revocable (living) trust — generally treated as its grantor. The trust is accredited if the grantor is individually accredited. Count the grantor as the "equity owner" above.
• Irrevocable trust — typically qualifies under Rule 501(a)(7): total assets over $5,000,000, not formed to acquire the securities, and with investment decisions directed by a sophisticated person. The all-owners look-through is built for entities with equity owners, so it fits trusts poorly.

From "we qualify" to a letter your sponsor will accept

This tool tells you where your entity likely stands. It can't satisfy a Rule 506(c) sponsor — for that, the issuer needs reasonable verification. AccreditedNow has a licensed CPA review your entity's documents (formation papers, ownership, financials or owner verifications) and issue a signed entity verification letter, typically within a business day or two. Read the full LLC & trust rules →