SEC Seeks Comment on Adding CPA License as Accredited Investor Qualification

The Securities and Exchange Commission published a notice on Oct. 5 2026 proposing to designate a U.S. certified public accountant (CPA) license in good standing as a qualifying professional certification for natural persons seeking accredited investor status. The proposal would add the CPA license to the list of credentials covered by Rule 501(a)(10).

Accredited investor status, defined in Regulation D, allows natural persons to participate in private offerings that are otherwise unavailable to non-accredited investors. Current natural-person criteria include net-worth thresholds of $1,000,000 (excluding a primary residence), income thresholds of $200,000 (or $300,000 jointly) for the two most recent years, and holding professional certifications or designations that the Commission has previously designated.

The Commission is requesting comment on the potential designation. Comments must be received on or before Dec. 4 2026 and should reference File No. 4-932. Submissions may be made through the Commission's internet comment form, by email, or by paper to Vanessa A. Countryman, Secretary, at the SEC's Washington address.

For further information, contact John Byrne, Office Chief; Kenisha D. Nicholson, Senior Special Counsel; Max Corey, Special Counsel; or Blaine Roundy, Senior Special Counsel, at the phone numbers listed in the notice. All comments will be posted on the SEC's public comment website, and personally identifiable information should be omitted.

The proposal follows the Commission's ongoing effort to refine the accredited investor definition, which underpins exemptions such as Rule 504's $10 million offering limit and Rule 506(b)'s restriction on non-accredited investors. The staff report cited in the notice notes that $400 billion was raised in Regulation D offerings between July 1 2024 and June 30 2025.