Who can buy private company shares: the accredited investor rules, and what’s changing

The rules today: four ways through

The net worth test

Net worth over $1 million, alone or together with a spouse or spousal equivalent, excluding the value of your primary residence. Mortgage debt up to the home’s value is excluded too; debt beyond it counts against you.

The income test

Income over $200,000 in each of the two most recent years — or $300,000 jointly with a spouse or spousal equivalent — with a reasonable expectation of the same this year. Each of the two years must clear the bar on the same basis, individual or joint.

The license route

Holding a FINRA Series 7, Series 65 or Series 82 license in good standing qualifies you regardless of wealth — the SEC added this in 2020, and it is the template for everything now proposed. A handful of other categories exist: directors and executive officers of the company selling, and "knowledgeable employees" of a private fund, for that fund.

Entities

Most entities qualify with over $5 million in assets, or when every equity owner is itself accredited. Family offices with over $5 million under management qualify with their family clients.

The rule is 501(a) of the SEC’s Regulation D. These tests govern every private-share purchase today, whatever happens to the proposals below.

What the SEC proposed on September 30, 2026

The SEC published a package of proposals that would widen who counts as accredited — the furthest move toward opening private markets to individual investors since the license route was added in 2020. All of it is proposed, none of it adopted: the comment period runs into December 2026, and nothing takes effect until the SEC issues a final order after it.

Accreditation by professional credential

A US CPA license, a CFA charter in good standing, a US CFP certification in good standing, a FINRA Series 79, or Series 86 and 87 held together — each would qualify the holder as accredited regardless of income or net worth, verified through public registries such as BrokerCheck and CPAVerify.

Accreditation by exam

The furthest-reaching piece: pass an accredited investor examination that FINRA is developing, and you are accredited for ten years before retesting — no wealth test, no income test, open to anyone who can pass. This is the pathway that genuinely opens private markets beyond the wealthy, and the one to watch.

The companion proposals

The same day, the SEC proposed widening performance-fee eligibility for registered advisers and loosening the interval fund framework — a package the law firms are calling the "retailization" of private markets. The direction is unmistakable even before any rule is final.

Congress is pushing the same direction: the INVEST Act — inflation-adjusted wealth thresholds plus licensure, education and exam pathways — passed the House and awaits the Senate. Neither track is law yet, and this page will say so plainly when one is.

What this means if you want to buy

Today, nothing has changed: a buyer of private company shares attests to accredited status before seeing terms, because the exemptions these trades rely on require it. That is the law of the trade, not a desk’s preference. If the proposals are adopted, the gate widens — a credential or a passed exam would do what a tax return does now — but the other gate does not move: the company’s own transfer rules. Rights of first refusal, board approvals and minimum sizes already decide more trades than accreditation does, and they belong to the company, not the SEC. A wider buyer pool makes the names everyone knows more competitive; it does not make any company’s process faster.

How buying works through this desk

Premier Alternatives runs secondary blocks in late-stage private companies: you tell the desk the names you want and your size, the desk shows you what it is working or sources against your interest, and the trade closes through a FINRA-registered broker-dealer. Accredited investors, family offices and funds only, for now — that is the rule, and the attestation is part of the first conversation. The current book and both representatives’ CRD numbers are a click away: tell the desk what you want, who we are.

Common questions

Am I an accredited investor?

Under the current rule: yes if your net worth exceeds $1 million excluding your primary residence, or your income exceeded $200,000 ($300,000 jointly) in each of the last two years and you expect the same this year, or you hold a Series 7, 65 or 82 license in good standing. Those are the tests as they stand; the credential and exam pathways are proposed, not yet law.

Did the rules change — can anyone buy private shares now?

Not yet. What happened in September 2026 is a proposal: the SEC asked for comment on letting CPAs, CFA charterholders, CFPs and certain FINRA license holders qualify, and on a FINRA-developed exam anyone could take. None of it is effective until the SEC issues a final order after the comment period. Today’s tests still govern every trade.

When would the new pathways take effect?

Unknown — honestly. The comment period runs into December 2026, the SEC then decides, and FINRA still has to build the exam. Separately, the House passed the INVEST Act, which pushes in the same direction, but it awaits the Senate. Anyone quoting you a date is guessing; this page will say so when something is actually law.

Why do private share purchases require accreditation at all?

Private companies sell securities without SEC registration under exemptions — most secondary trades in this market lean on rules that limit buyers to accredited investors. The accreditation requirement is the legal basis of the trade, not a preference of the desk, which is why every buyer attests to it before seeing terms.

How do I prove accreditation when buying through a desk?

For most brokered secondaries, you attest in writing that you meet one of the tests, and the broker-dealer’s process may verify further depending on the exemption the trade uses. It is a form, not an audit, for most buyers. Misstating it is the one thing never worth doing — it can unwind the trade.

If the exam pathway becomes law, what changes in practice?

The buyer pool widens: anyone who passes holds accredited status for ten years, verifiable through FINRA. Expect more individual buyers in well-known names, and expect the companies’ own transfer rules — ROFRs, approvals, minimums — to become the binding constraint rather than accreditation. The company’s process, not the SEC, already sets the clock on most trades.

This page describes rules and proposals as of October 22, 2026; it is not legal, tax or investment advice, and proposals can change or die in comment. The SEC’s releases are the primary source.

Read next

• Tell the desk what you want to buy — names, size, structure; the book shows what is live.
• Direct transfer, SPV or forward — the structures a private trade actually uses, from either side.
• The ROFR and company approval — the company’s process that sets the clock on every trade.