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

27. Financial Regulatory Agencies · Notable

Broaden or eliminate the accredited investor restriction under Regulation D

Attempted

831 27. Financial Regulatory Agencies

“Either democratize access to private offerings by broadening the definition of accredited investor for purposes of Regulation D or eliminate the accredited investor restriction altogether.”

What has happened

  1. Attempted

    The Commission itself moved on the Quote's first branch, by order rather than by rule. In five notices published the same day, the SEC says it "is considering whether to issue an order designating" five credentials "as qualifying natural persons for accredited investor status": passage of an accredited investor exam to be developed by FINRA (Release No. 33-11445), the CPA license (33-11446), the CFA charter (33-11447), the CFP certification (33-11448), and the Series 79, 86 and 87 licenses (33-11449). The FINRA exam is the route H.R. 3339 would legislate. The authority is Rule 501(a)(10), the 2020 provision that lets the Commission designate credentials by order after notice and comment (Note 1 to the paragraph), so an order would broaden the definition with no further rulemaking. The Commission dated the releases 2026-09-30, and comments close 2026-12-04. The FINRA-exam notice cites the House-passed INVEST Act's exam criteria, not H.R. 3339 or EO 14330. These are notices of potential orders, like a proposed rule that changes nothing until it is final: the definition is unchanged until an order issues, so the rung stays `attempted`. A designation order would be `partial`, one branch of the Quote delivered for some investors.

  2. Attempted

    The House passed H.R. 3383, the INVEST Act of 2025, 302-123 (Roll no. 328), carrying the Quote's first branch twice. Section 203, headed 'Equal opportunity for all investors', is H.R. 3339 folded in: the SEC must revise the accredited investor definition in Regulation D to include anyone certified through an examination the Commission must establish within a year. Section 201 amends the statutory definition in section 2(a)(15) of the Securities Act to add licensed brokers and investment advisers in good standing and people the Commission finds to have professional knowledge, and directs the SEC to conform Regulation D within 180 days. One chamber's passage is `attempted` under playbook §3b. The Senate received the bill on 2025-12-15 and referred it to Banking, Housing, and Urban Affairs.

  3. Attempted

    Executive Order 14330 directs the SEC, in section 3(e), to 'consider ways to facilitate access to investments in alternative assets' by participants in defined-contribution plans, and says such facilitation 'may include, but not be limited to, consideration of revisions to existing SEC regulations and guidance relating to accredited investor and qualified purchaser status'. The order's own title borrows the Quote's word - democratizing access - and it is the only presidential instruction in the window that names the accredited investor definition. It directs consideration, not revision, and as of 2026-09-01 the Commission has proposed nothing: its regulatory agenda of 2026-08-14 lists the accredited investor definition under 'Updating the Exempt Offering Pathways' with an estimated proposal date of October 2026.

  4. Attempted

    The House passed H.R. 3339, the Equal Opportunity for All Investors Act of 2025, by voice vote under suspension of the rules. Section 2 would require the SEC to revise the accredited investor definition in Regulation D to include any natural person certified through an examination the Commission must establish within a year, administered free of charge by a registered national securities association. That is the Quote's first branch - broadening the definition rather than eliminating the restriction - and passage by one chamber is `attempted` under playbook §3b. The bill was received in the Senate on 2025-07-22 and referred to Banking, Housing, and Urban Affairs, where it has not moved.

Research log

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

Research notes

  • The Quote offers two branches and only the first has moved. Nobody has proposed eliminating the accredited investor restriction. What is on the table is broadening it, by certification (H.R. 3339’s examination, H.R. 3348’s credential list) or by rulemaking the SEC has not yet begun.
  • The second bill, and why it is not a second event. H.R. 3348, the Accredited Investor Definition Review Act, would add to the statutory definition “an individual holding such certifications, designations, or credentials as the Commission determines necessary”, require the list to include the professional licenses designated in the SEC’s October 2020 order, and put the list on a periodic review cycle. It was reported and placed on the Union Calendar on 2025-06-04 (https://www.govinfo.gov/content/pkg/BILLS-119hr3348rh/html/BILLS-119hr3348rh.htm) and has not been voted; under playbook §3b a calendar placement is still not started, so it is recorded here rather than as an event.
  • Adjacent, not this ask. Section 907 of the 21st Century ROAD to Housing Act, Public Law 119-101 (2026-07-11), requires the federal banking agencies to review, in consultation with the SEC, how de novo institutions raise capital, “including the impact of … capital raising restrictions related to individuals who are not accredited investors”, and to report annually for five years. That is a study of one effect of the restriction on new banks, not a change to the definition, and it is not cited as Evidence.
  • The Federal Register carries nothing. A quoted full-text search of every SEC document in the window for “accredited investor” returns thirteen records, all of them FINRA private-placement rule filings or exchange incentive programs. No proposed or final rule touches Rule 501(a). That negative held until the five designation notices of 2026-10-05, which are not rules (below).
  • Moved nearby, 2026-09-03 (read-queue ticket 04): the Rule 506(c) no-action letter. The Division of Corporation Finance’s letter to Latham & Watkins LLP of 2025-03-12 (https://www.sec.gov/rules-regulations/no-action-interpretive-exemptive-letters/division-corporation-finance-no-action/latham-watkins-503c-031225, read 2026-09-03) is real, dated, Primary action on this ask’s own subject, and it does not carry this item higher. It eases the verification of accredited investor status — the staff will treat written purchaser representations plus a high minimum investment as reasonable steps — while leaving the definition in Rule 501(a) exactly where it was. Under §3b’s “progress is measured on this ask” that is moved-nearby, not movement. It is the instrument carrying #2132, which is now partial on it; recorded here so the shared instrument does not drift between the two items.
  • Resolved, round-12 review 2026-10-04: the five designation notices of 2026-10-05. Read in full at federalregister.gov (FR 2026-20310, File No. 4-931; the other four are 4-932 to 4-935). (1) The authority is Rule 501(a)(10) and its Note 1: the Commission may designate a credential by order after notice and comment, so an order broadens the definition without a rule. (2) “By the Commission. Dated: September 30, 2026”, filed 2026-10-02, published 2026-10-05, comments due 2026-12-04. The event keeps the publication date, as a proposed rule does (playbook §4); the note gives the Commission’s date. (3) attempted holds. A notice of a potential order changes nothing, and EO 14330 only directs the Commission to consider revisions, so there is no earlier step this notice completes. (4) The notice cites the INVEST Act (H.R. 3383, footnote 37), not EO 14330 or H.R. 3339. That led to the missing 2025-12-11 event: the House passed H.R. 3383, whose section 203 is H.R. 3339 folded in.
Action
eliminate
Object
the accredited investor definition under Regulation D
ID
2131