CPA letters

    CPA letter to verify accredited investor status

    A private fund, syndication or startup raising money under Rule 506(c) must take reasonable steps to verify that you are an accredited investor. A letter from a CPA is one of the methods the SEC rule names. Here is how it works.

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    • Last reviewed October 10, 2026
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    Can a CPA write a letter verifying I am an accredited investor?

    Yes. Under SEC Rule 506(c), an issuer may rely on a CPA’s written confirmation that it verified your accredited investor status within the prior three months. Your Virtual CPA, a licensed CPA firm, reviews your income documents for the $200,000 or $300,000 joint test, or your assets and liabilities for the $1 million net worth test, then issues the letter. Request a free consultation to get started.

    The accredited investor tests for individuals

    SEC Rule 501(a) sets the definition. For individuals, the two financial tests are:

    • Income test. Income over $200,000 in each of the two most recent years, or joint income with a spouse or spousal equivalent over $300,000 in each of those years, and a reasonable expectation of reaching the same level this year.
    • Net worth test. Net worth over $1,000,000, alone or jointly with a spouse or spousal equivalent. Your primary residence is not counted as an asset. Mortgage debt on it, up to its estimated fair market value, is not counted as a liability.

    You can also qualify by holding a Series 7, 65 or 82 license in good standing, or by being a director, executive officer or general partner of the issuer.

    How Rule 506(c) verification works

    An issuer using Rule 506(c) may advertise its offering, but every buyer must be accredited and the issuer must take reasonable steps to verify it. The rule lists methods that count as reasonable steps:

    • Income. Reviewing any IRS form that reports your income for the two most recent years, plus your written statement that you expect the same income this year.
    • Net worth. Reviewing asset documents, such as bank and brokerage statements, and a credit report from one of the national credit bureaus, all dated within the prior three months, plus your written statement that all liabilities are disclosed.
    • Written confirmation. A letter from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a certified public accountant stating that it took reasonable steps to verify your status within the prior three months and determined that you are accredited.

    The written confirmation method lets you share one letter instead of handing tax returns and statements to every sponsor. In March 2025, SEC staff also said that high minimum investment amounts, with written representations and other conditions, can be reasonable steps. Ask the issuer which method it uses.

    What the CPA reviews

    For the income test we review IRS forms for the two most recent years, such as W-2s, 1099s, Schedule K-1s or your filed Form 1040. If we prepare your returns, much of this is already in hand. See tax preparation.

    For the net worth test we review statements for bank, brokerage, retirement and other accounts, documentation of other assets, and a consumer credit report for liabilities. We subtract liabilities and apply the primary residence rules.

    The letter states which test you meet and the date of verification. It does not include your tax returns or account balances.

    How it works with us

    Best for: investors in private funds, real estate syndications and startup rounds that rely on Rule 506(c), and sponsors who want their investors to have a simple path.

    1. Free initial consultation. Tell us which offering is asking and whether you qualify by income or net worth.
    2. Fees quoted upfront, in writing. Transparent, fair fees before any work starts.
    3. Documents. You send the income forms or the asset and liability statements for the test you are using.
    4. Review. We compare the documents to the Rule 501(a) thresholds and follow up on gaps.
    5. Letter. We issue a written confirmation you can share with the issuer, dated so it falls within the three-month window.

    Accredited investor tests, thresholds and documents

    TestThresholdDocuments the CPA reviews
    Individual incomeOver $200,000 in each of the two most recent years, with a reasonable expectation this yearIRS forms reporting income for both years (W-2, 1099, K-1 or Form 1040); your written statement about this year
    Joint incomeOver $300,000 with a spouse or spousal equivalent in each of the two most recent years, with a reasonable expectation this yearIRS forms for both years for the joint income; written statement about this year
    Net worthOver $1,000,000, alone or jointly, excluding the primary residenceAsset statements and a consumer credit report dated within the prior three months; written statement that all liabilities are disclosed
    Professional licenseSeries 7, 65 or 82 in good standingConfirmation of the license through the public record

    Expert CPAs. Personal attention.

    Need an accredited investor letter for a private offering? Tell us which test you meet and we'll set up a free initial consultation.

    Frequently asked questions

    Yes. SEC Rule 506(c) lets an issuer rely on written confirmation from a certified public accountant that the CPA took reasonable steps to verify your accredited investor status within the prior three months. Registered broker-dealers, SEC-registered investment advisers and licensed attorneys can also provide it.

    Income over $200,000 individually, or over $300,000 jointly with a spouse or spousal equivalent, in each of the two most recent years, with a reasonable expectation of the same this year. Or net worth over $1 million, alone or jointly, not counting your primary residence.

    No. Your primary residence is not counted as an asset. Mortgage debt on it, up to its estimated fair market value, is not counted as a liability. Debt above that value is counted. Under the rule, if the mortgage balance went up in the 60 days before the sale of securities for reasons other than buying the home, the increase also counts as a liability.

    The written confirmation method requires that the verification happened within the prior three months. Net worth documents must also be dated within the prior three months. After that, the issuer will usually ask for a new letter.

    For the income test: IRS forms that report your income for the two most recent years, such as W-2s, 1099s, Schedule K-1s or your filed Form 1040, plus your written statement that you expect the same income this year. For the net worth test: recent bank, brokerage and other asset statements, a consumer credit report and your statement that all liabilities are disclosed.

    Possibly. Holders in good standing of the Series 7, Series 65 or Series 82 licenses qualify. So do directors, executive officers and general partners of the issuer, and certain others named in Rule 501(a). Those paths are verified differently, so ask the issuer what it needs.