Dictionary

Non-accredited investor

“An investor who does not meet the financial or professional tests that local securities rules set for accredited investors.”

Why non-accredited investor matters to a first-time founder

Securities laws often limit which private offerings may accept these investors, how much they may invest and what disclosures they must receive. A founder who ignores those restrictions can expose the company and its directors to rescission claims, penalties and expensive remediation. The tests differ by jurisdiction.

Examples of non-accredited investor

A start-up plans to raise £400,000 from customers through an online campaign. Several supporters do not satisfy the relevant investor tests. The company uses an authorised platform, follows the applicable retail-offering limits and provides required risk disclosures instead of accepting transfers under an exemption meant for accredited investors.

Common misunderstanding

The label does not mean unsophisticated, unsuitable or legally barred from every investment. It describes whether a person meets a specific regulatory test for a particular jurisdiction and time. Wealth, income, credentials and entity status may matter, and the company should not invent its own test.

When to use it

Use the classification before marketing or accepting money in a private securities offering. Have qualified counsel confirm the exemption, investor checks, disclosures and records required where the company and investors are located. Never encourage someone to misstate their status or split an investment to evade a limit.