Project 2025 Tracker / What’s done, what’s next

27. Financial Regulatory Agencies · Minor

Allow self-certification of accredited investor status in Rule 506 offerings

Partially done

831 27. Financial Regulatory Agencies

“Allow traditional self-certification of accredited investor status for all Regulation D Rule 506 offerings.”

What has happened

  1. Partially done

    The Division of Corporation Finance conceded self-certification-by-representation for Rule 506(c) — the half of Rule 506 that had required documentary verification. Responding to Latham & Watkins LLP, the staff wrote: "We agree that a high minimum investment amount is a relevant factor in verifying accredited investor status", and "[b]ased on the representations in your letter, we agree the issuer could reasonably conclude that it has taken reasonable steps to verify that purchasers of securities sold in an offering under Rule 506(c) of Regulation D are accredited investors." The conditions the staff relies on are the purchaser's written representations as to accreditation and as to the investment not being third-party financed for the purpose of the investment, and the issuer having no actual knowledge of facts indicating otherwise. The dollar thresholds are load-bearing but appear only in the incoming letter: minimum investment amounts of at least $200,000 for natural persons and at least $1,000,000 for legal entities. Three reasons this is `partial` and not `done`: it reaches only 506(c), so the Quote's "all Regulation D Rule 506 offerings" is satisfied only in a gated way; it is conditioned on those minimums, so it is not traditional self-certification for ordinary-sized investments; and the staff says in terms that the letter "has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person." A mechanism in place, not the rule the ask names.

Research log

What was searched, and what didn’t count as evidence

Research notes

  • Correction, 2026-09-03 (read-queue ticket 04). This item stood at not started only because the one real event could not be read. sec.gov is not a wall: it opens to the full browser header set. The letter and its incoming counterpart were read in full on 2026-09-03, and the law-firm alerts that had been recorded as leads turn out to be accurate. The stale not started event has been replaced rather than appended to, per playbook §6b.
  • The letter is the only one of its kind. The whole Division of Corporation Finance no-action index was read (229k characters, https://www.sec.gov/rules-regulations/no-action-interpretive-exemptive-letters/division-corporation-finance-no-action, 2026-09-03): under the heading “Regulation D - Rule 506(c)” there is exactly one entry, Latham & Watkins LLP, March 12, 2025.
  • The instrument that would satisfy the ask in full is still an amendment to 17 CFR 230.506(c)(2)(ii), or a Commission-level statement that issuer-obtained representations suffice. Neither exists in the Federal Register for the window: a quoted full-text search of every SEC Federal Register document since 2025-01-20 for “Rule 506(c)” returns three records, none of them a rulemaking on verification, and “verification of accredited investor” returns none.
  • The dollar figures are in the incoming letter, not the response, which says only “certain minimum investment amounts” and “a high minimum investment amount”. Because the staff’s concurrence is expressly “[b]ased on the representations in your letter”, the incoming letter is cited as the second Evidence item rather than left as background.
  • No accompanying Compliance and Disclosure Interpretations were found. The letter page’s only “Resources” link is the incoming letter. If C&DIs were issued with it they are on the Corp Fin C&DI pages, which were not walked; that is the reach of this negative.
  • Nothing pending. The SEC’s Regulatory Flexibility Agenda of 2026-08-14 lists no Rule 506 verification item; the closest entry, “Updating the Exempt Offering Pathways” (RIN 3235-AN42), names the accredited investor definition rather than the verification standard.
  • Shared instrument with #2131 (broaden or eliminate the accredited investor restriction), which the letter does not carry higher: it eases verification of accredited investor status, it does not broaden the definition. Recorded there as moved-nearby.
Action
restore
Object
self-certification of accredited investor status for Regulation D Rule 506 offerings
ID
2132