Who does what

Accredited investor

Also called accredited investor status.

An accredited investor is a person or entity meeting one of the categories in SEC Rule 501(a), 17 CFR 230.501(a), chiefly a net worth above $1,000,000 excluding the primary residence, or income above $200,000 individually or $300,000 jointly in each of the last two years. It is a securities law status, not an EB-5 eligibility test.

What it decides

Rule 501(a) counts a natural person whose individual or joint net worth with a spouse or spousal equivalent exceeds $1,000,000, leaving the primary residence out of the assets, or whose income exceeded $200,000 individually, or $300,000 jointly, in each of the two most recent years with the same expected this year. Holders of SEC designated professional credentials, knowledgeable employees of a private fund and a dozen entity categories also qualify, and the issuer may act on a reasonable belief. Which exemption the offering uses decides how much the status matters. A Rule 506(b) offering may take up to 35 non-accredited but sophisticated purchasers; a Rule 506(c) offering may advertise, but every purchaser must be accredited and the issuer must take reasonable steps to verify it rather than accept the subscriber's word; and an investor buying offshore under Regulation S sits outside Regulation D and need not be accredited. USCIS neither requires the status nor checks it. The EB-5 money is not proof of it either: capital raised as a loan brings a matching liability and adds nothing to net worth, though a completed gift, once received, is the investor's own asset and does count.

Governed by 17 CFR 230.501(a), including the reasonable-belief opening and the primary residence rules at (a)(5)(i); 17 CFR 230.506(b)(2)(i) and (ii) for the 35 purchaser limit and the sophistication test, and 17 CFR 230.506(c)(2)(i) and (ii) for the all-accredited condition and the verification duty; Regulation S at 17 CFR 230.901 and following. No EB-5 statute or regulation uses the term: it appears nowhere in 8 U.S.C. 1153(b)(5) or in 8 CFR 204.6.

Related terms

Regulation D and Rule 506Regulation D is the Securities Act rule set whose Rule 506 lets an EB-5 issuer sell interests in the new commercial enterprise without registering them with the SEC, on conditions that fix who may buy, whether the deal may be advertised, and what the issuer must tell a purchaser who is not accredited.
Regulation SRegulation S is the Securities Act rule set that treats offers and sales occurring outside the United States as falling outside the registration requirement of section 5, and it is the exemption most EB-5 offerings rely on when selling to investors abroad. The EB-5 statute expressly preserves it for regional centers.
Private placement memorandumA private placement memorandum is the disclosure document an EB-5 issuer gives an investor before subscription, setting out the deal terms, the people behind it, the fees taken out of the money and the ways the money can be lost, and since 2022 a regional center must file it with USCIS along with the rest of its offering documents.
Subscription agreementA subscription agreement is the contract by which an investor buys an interest in the new commercial enterprise, carrying the price, the investor's representations, the closing conditions and, where the offering uses one, the terms on which money leaves escrow.
Broker-dealerA broker-dealer is a firm registered with the Securities and Exchange Commission under section 15 of the Securities Exchange Act of 1934 to effect securities transactions for customers, and in EB-5 it is the registration a person generally needs before taking transaction-based pay for placing investors in an offering.

Checked against primary sources on 10 August 2026. Back to the glossary