Search for what changed in accredited investor verification and you will find one story told forty ways: in March 2025 the SEC made 506(c) verification easier. That story is true. It is also, for most of the people reading it, irrelevant — and it has crowded out three other changes that nobody wrote up, one of which is immediately useful, one of which is a copy edit being reported as news, and one of which is a warning.
This is the full accounting. What changed across 2025 and 2026, what it means operationally, and — the part that turns out to matter most — what did not change at all.
What this is and is not. This is an operational summary, not legal advice, and we are not a law firm. Every source below was loaded and read on 27 July 2026. Where we could not reach the SEC's own text for an interpretation, we say so in that section and name the firms whose published summaries we relied on instead, rather than presenting a paraphrase as a quotation. Confirm anything here with your own securities counsel before it changes your process.
The change everyone wrote about
On 12 March 2025 the SEC staff issued a no-action letter to Latham & Watkins. In broad strokes: an issuer can treat high minimum investment amounts plus written representations as reasonable steps to verify, without collecting income or net worth documentation. The minimums are $200,000 for a natural person and $1,000,000 for a legal entity. The purchaser represents that they are accredited and that the investment is not financed by a third party for the purpose of making it, and the issuer must have no actual knowledge to the contrary.
We covered this in detail in the syndication runbook, including the equity-owner alternative that three of the four law firm alerts we read left out entirely, so we will not repeat it here — see the 2025 no-action letter, and why it probably does not help you.
The short version of why it probably does not help you: typical syndication minimums run $25,000 to $100,000. The relief starts at $200,000. If your minimum is below that threshold, this change did nothing for you, and the impression left by a year of headlines — that verification got easier — is simply wrong as applied to your raise.
What else happened on 12 March 2025
The letter was not the only thing the staff did that day. It also withdrew or revised roughly twenty Securities Act Rules interpretations at the same time. Almost none of the coverage mentioned it, which is odd, because if you maintain a compliance memo that cites these by number, several of your citations died that afternoon.
Withdrawn: questions 182.04, 182.06, 182.17, 256.09, 257.01, 258.05, 260.05, 260.33 and 260.34, plus Forms question 130.11. Added: 256.35 and 256.36. Revised: 182.01, 182.02, 182.10, 254.02, 255.33, 256.15, 256.27, 256.33, Sections 234.02, and three Regulation Crowdfunding questions.
That is a lot of movement for a single day, and the natural reading — the staff is clearing the decks on Regulation D — is the one worth checking rather than assuming.
Why the withdrawals are not a loosening
We pulled the archived text of every Regulation D withdrawal we could reach. Every one of them is obsolete transition or technical guidance. Not one is a policy reversal.
| Withdrawn | Originally answered | What it was actually about |
|---|---|---|
| 260.34 | 23 January 2014 | Offerings commenced before 23 September 2013 moving to 506(c) |
| 260.33 | 23 January 2014 | The same transition question |
| 260.05 | 13 November 2013 | The Form D amendment required on that switch |
| Forms 130.11 | 27 February 2009 | Whether the March 2009 Form D changes required amending prior filings |
| 256.09 | 26 January 2009 | Tax-basis financials for limited partnership issuers under Rule 502(b)(2)(i)(B) |
Every one is housekeeping. Two of them answer a question — how do I move an offering that started before September 2013 onto 506(c)? — that no living deal is asking. One answers a question about a Form D revision that happened seventeen years ago.
This cuts two ways and both are worth stating.
Do not over-read it. Twenty interpretations moving on one day looks like a regime change and is not. Nothing in that list expanded or contracted what counts as reasonable steps.
But do check your memo. If your subscription documents, your investor questionnaire, or the compliance memo your counsel wrote in 2019 cites 260.05 or 260.33 as live staff guidance, that citation is now wrong. It is a small thing that looks bad in exactly the situation where you least want to look sloppy.
The January 2026 update nobody covered
On 23 January 2026 the staff added Question 260.39 to the Rule 506 interpretations. This is the one with real operational value for a sponsor, and it received almost no coverage at all.
The substance, as reported consistently by two firms that published independent summaries: Rule 506(c) does not specify which verification methods an issuer must use, and an issuer may use different verification methods for different investors within the same offering. Arnold & Porter's January 2026 advisory describes the staff as clarifying that an issuer can use different methods to verify accredited investor status for different investors in the same offering. Fenwick's February 2026 write-up reports the same point in the same terms.
A note on sourcing. We could not load the SEC's own text for 260.39. The interpretations page is large enough that it truncates well before Section 260 on every URL form we tried, and unlike withdrawn and revised questions, newly added ones do not get a standalone archived file. So we are reporting the substance on the strength of two independent law firm summaries that agree on the number, the date and the content — and we are deliberately not putting quotation marks around a sentence and attributing it to the SEC. If you are relying on this for a real decision, have your counsel pull the interpretation directly.
Why it matters in practice: a real investor list is not homogeneous. You will have a repeat LP who is happy to hand over two years of tax returns, a first-time investor who will not send you their W-2 under any circumstances but will pay for a CPA letter, an entity that needs a look-through, and a registered fund that needs nothing beyond its own status. Sponsors routinely assume they have to standardize — pick one method, apply it to everyone, and fight with the investors it does not suit. You do not. Mixing methods across a single offering is not a compliance defect, and the staff has now said so.
Two smaller things from the same period are worth knowing.
The name changed. What everybody calls Compliance and Disclosure Interpretations, or C&DIs, the SEC now publishes as Corporation Finance Interpretations, or CFIs. If your search habits still use the old term against current SEC pages, you will get worse results than you used to.
The URL lies. The SEC's own page for the January 2026 update sits at an address reading cdi-01232025sb. The page itself says January 23, 2026. If you go looking and think you have landed on a year-old update, you have not.
The entity look-through that is seventeen years old
The same January 2026 update revised Question 255.06, which concerns Rule 501(a)(8) — the provision that treats an entity as accredited when all of its equity owners are accredited investors. The question asks what happens when an equity owner is itself an entity rather than a natural person: can the issuer look through to the natural persons underneath?
Read the January 2026 coverage and you would reasonably conclude that multi-level look-through arrived with it. It did not. We pulled the SEC's own file for 255.06, which turns out to be a redline rather than a clean copy, and the change is this:
| Version | The answer, as written |
|---|---|
| Before answered 26 January 2009 | "Yes. An issuer can look through various forms of equity ownership to natural persons in judging accreditation under Note 1 to Rule 501(a)(8)." |
| After revised 23 January 2026 | "Yes. An issuer can look through various forms of equity ownership to natural persons in determining accredited investor status in accordance with Note 1 to Rule 501(a)(8)." |
That is the entire change. "In judging accreditation under" became "in determining accredited investor status in accordance with." The word "Yes" did not move. The look-through did not appear in 2026 — it has been the staff's stated position since January 2009.
This is the kind of thing worth catching, because the practical consequence of getting it wrong runs in an expensive direction. A sponsor who reads the coverage and concludes that this permission arrived in 2026 may go back and re-paper entity investors they already handled correctly, or worse, may conclude that everything they did before 2026 was on shaky ground. It was not. If you were looking through a two-tier ownership structure to the natural persons at the bottom in 2015, you were doing what the staff said to do.
The corollary is that entity verification did not get easier in 2026 either. It is exactly as involved as it was, which is more involved than most sponsors expect — see the entity section of the syndication runbook for what a look-through actually requires you to collect.
July 2026: tokenized offerings, and what it does not say
The most recent change is six days old at the time of writing. On 21 July 2026 the staff added Question 260.40, addressing Rule 506(c) offerings of tokenized securities. The reported substance is that investors may deliver accredited investor representations programmatically through the tokenized security itself, by digital attestation, provided the issuer retains sufficient records of the process used to verify accredited investor status — and with the standing reminder that verification remains an objective determination by the issuer, or those acting on its behalf, in the context of the particular facts and circumstances.
The commentary we read makes a point worth repeating, because it is the opposite of how this will be marketed. This confirms rather than expands. Footnote 3 of the March 2025 no-action letter already contemplated representations delivered by any other written means the issuer reasonably determines. An on-chain attestation is a delivery mechanism for a representation. It is not a substitute for the verification underneath it, and the records requirement is doing real work in that sentence.
If you are not doing a tokenized offering, this changes nothing for you. If you are, the thing to notice is that the burden did not move — it just acquired a new transport layer.
What did not change, which is most of it
Sixteen months, three rounds of amendments, one widely covered no-action letter. Here is what all of that left completely untouched.
- The rule text. 17 CFR 230.506(c)(2)(ii) reads today exactly as it did in early 2025. None of the above was a rulemaking. Every item on this page is staff guidance, which has no legal force of its own and rests on the specific facts presented.
- The five safe harbor methods. Income documentation, net worth documentation, third-party confirmation, the pre-2013 grandfather, and the five-year method. Same five, same letters, same conditions.
- The three-month window on third-party letters. Method (C) still requires the professional to have verified within the prior three months. A CPA letter still ages out on the same schedule it always did.
- The five-year method is still tied to the issuer. Method (E) lets an issuer that previously verified someone rely on a written representation for five years. It is the issuer's reliance, not the investor's credential, and it does not travel between issuers — which for a sponsor forming a new LLC per deal is the single most consequential unchanged fact on this list.
- "Reasonable steps" is still an objective determination. Principles-based, judged on the facts and circumstances of each investor and transaction. The safe harbor list is still non-exclusive.
- Form D is still required. The 2025 relief does not touch it.
- State law, non-US law and CFTC requirements are untouched. The no-action letter says so explicitly.
Put the two halves together and the picture is not the one the headlines painted. What changed was a narrow relief most sponsors cannot use, a genuinely helpful clarification almost nobody reported, a batch of dead guidance being cleared away, a copy edit, and a delivery mechanism for tokenized deals. What did not change is the entire operating substance of the verification obligation.
What to actually do about it
- Check whether your minimum clears $200,000. If it does not, stop reading about the 2025 letter. It is not available to your raise and planning around it will cost you time.
- Stop standardizing on one verification method. Let investors use whichever of the five fits them. Per 260.39, mixing methods within one offering is fine, and forcing a uniform process is a conversion problem you invented.
- Search your documents for the dead question numbers. 260.05, 260.33, 260.34, 256.09 and Forms 130.11. If any appear in a memo, questionnaire or subscription package, they need updating.
- Do not redesign entity intake because of 255.06. Nothing changed. If your look-through process was right in 2024 it is right now.
- Search for "CFI" not "C&DI" going forward. Small thing, better results.
- Assume this page will need rechecking. The staff has amended these interpretations three times in sixteen months. That is a faster cadence than anything else in this area, and any summary of it — including this one — has a shelf life. We recheck ours quarterly.
The through-line, if there is one: almost every change in the last sixteen months has been the staff saying you have more flexibility than you thought, rather than the staff changing what you owe. The obligation is the same one it was in 2013. What has quietly improved is how many defensible ways there are to satisfy it.
One of the five methods, done properly
Method (C) — written confirmation from a licensed CPA — named in the rule text, unchanged by any of the above. $99 per individual, entity verification from $199, packs from $445 for 5 seats. Letter dates on a dashboard, so the three-month window never surprises you mid-raise.
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