Accredited-Investor Verification Under 506(c)
Accredited-Investor Verification Under 506(c)
Accredited-investor verification under Reg D 506(c) - the reasonable-steps standard, what documents count, how to use a third-party verifier, and records to keep.
Accredited-investor verification under Reg D 506(c) - the reasonable-steps standard, what documents count, how to use a third-party verifier, and records to keep.
Under Rule 506(c), you cannot just take an investor's word that they are accredited - you must take "reasonable steps" to verify it. This accreditation verification is the price of being allowed to market publicly. In practice you review financial documents, obtain a professional's letter, or use a trusted third-party verifier, then keep records of what you relied on. Doing this properly is essential: weak verification can cost you the 506(c) exemption for the entire raise.
Why verification is required
506(c) grants a powerful privilege - general solicitation, or public marketing. In exchange, the SEC requires more than self-certification: you must reasonably confirm each buyer is a genuine accredited investor.
This is the key difference from 506(b), where investors can self-certify. Public marketing attracts a wider, less-known audience, so the rule demands real evidence of eligibility.
The reasonable-steps standard
| Method | What it involves | |
|---|---|---|
| Income review | Tax returns / W-2s, last two years | |
| Net-worth review | Bank/brokerage statements + credit report | |
| Professional letter | CPA, attorney, broker-dealer, or adviser | |
| Third-party verifier | Service applies the standard, issues confirmation | |
| Self-certification | Not sufficient under 506(c) |
The standard is "reasonable steps," judged on the facts - not a single rigid checklist. The SEC provides safe-harbor methods you can rely on, and the higher an investor claims their status, the lighter the steps can sometimes be.
What is never enough is a checkbox. You need actual evidence, appropriate to the investor, that you can point to later if questioned.
What documents count
Common accepted methods include reviewing recent tax returns or W-2s to confirm income; reviewing bank, brokerage, or other statements (plus a credit report) to confirm net worth; or obtaining a written confirmation from the investor's CPA, attorney, registered broker-dealer, or investment adviser.
For income, issuers typically look at the last two years; for net worth, recent statements dated within a few months. The investor's professional letter is often the cleanest route, since it shifts the documentation to a qualified third party.
Entities accredit differently from individuals - common routes are an entity with over $5 million in assets, or one in which all equity owners are themselves accredited - so verifying a fund or LLC means looking through to that test, not just checking a box. There is also a useful shortcut for repeat raises: the SEC provides a method for an "existing accredited investor" you have already verified to simply reconfirm their status in writing for a later offering by the same issuer, within a defined window, rather than re-papering the whole review each time.
Using a third-party verifier
Most tokenized issuers do not handle this manually. Specialized verification services collect the documents, apply the SEC's standards, and issue a confirmation you can rely on - often reusable across deals. This reduces your burden and creates a clean, defensible record.
It also keeps sensitive investor financials out of your own systems, which investors appreciate. Names in this market include Parallel Markets, VerifyInvestor, and the verification built into platforms like iCapital; many issue a confirmation an investor can reuse across deals for a period (commonly treated as good for about 90 days before it must be refreshed). Remember too that the accredited definition widened in 2020 - holders of a Series 7, 65, or 82 licence now qualify on credential alone - so a verifier can sometimes confirm status from a licence lookup rather than financial statements. For most 506(c) raises, a reputable verifier is the pragmatic choice.
Keep the records
Whatever method you use, document it: what you reviewed or relied on, when, and the conclusion. These records are your evidence that you met the reasonable-steps standard, and they matter if the offering is ever examined. Note that accreditation verification is separate from ordinary identity checks - investors still complete KYC too, as shown in how investors pass KYC.
Where to go next
- Next: MiCA vs SEC for RWA issuers.
- The investor's KYC: how investors pass KYC.
- Glossary: accreditation verification.
Sources: U.S. SEC (sec.gov), as of 2026.
Frequently asked questions
How do I verify accredited investors under 506(c)?
Take reasonable steps with real evidence: review tax returns or W-2s for income, bank or brokerage statements plus a credit report for net worth, or obtain a letter from the investor's CPA, attorney, broker-dealer, or adviser. Many issuers use a third-party verification service. A checkbox is not enough.
Why can't investors just self-certify under 506(c)?
Because 506(c) lets you market publicly, which attracts a wider, less-known audience, the SEC requires actual verification rather than self-certification. Self-certification is allowed under 506(b), where you cannot advertise, but not under 506(c).
What happens if I don't verify accreditation properly?
Weak or missing verification can cost you the 506(c) exemption for the entire raise, exposing you to enforcement and investor rescission. Keep documented evidence of the reasonable steps you took - that record is your defense if the offering is ever examined.
Educational content, not financial or legal advice. Tokenized assets carry risk; do your own research and consult a professional before investing.

Written by
Alex BerezhnykCo-founder, CTO · Co-founder & CTO, Unicorn Invest
Seasoned blockchain and web2 developer with entrepreneurship and investing experience, building Unicorn Invest's on-chain tokenization infrastructure.
Related Content
Is Your Token a Security? The Howey Test
Is your token a security? The Howey test decides. Here's how its four prongs apply to a tokenized asset, and why most RWA tokens are securities for issuers.
MiCA vs SEC for RWA Issuers
MiCA vs SEC for RWA issuers - why most tokenized securities fall under existing EU securities law, not MiCA, and how the US and EU approaches actually compare.
Reg A+ Mini-IPO Token Offerings
Reg A+ mini-IPO token offerings - raise up to $75M from the public, including non-accredited investors, with SEC qualification and ongoing reporting.
how investors pass KYC
RWA Reference Architecture
An RWA smart-contract reference architecture - the factory, funding, compliance, and distributor contracts that make up a production tokenization stack.
Accreditation Verification
Glossary definition
Test your knowledge
Evaluate your RWA & tokenisation skills with our quests.
Pass 80% of all quests (7 of 8) to unlock your RWA Certificate.
RWA Foundations
The core ideas behind real-world-asset tokenization - wallets, stablecoins, custody, and what a token actually represents.
8 questions · 24 pts
Investor Essentials
What an investor needs before buying tokenized assets - accreditation rules, and how safe tokenized Treasuries really are.
8 questions · 48 pts
Builder's Path
Structuring and compliance for issuers - 506(c) accreditation verification and choosing the right LLC for your SPV.
8 questions · 57 pts
Get new RWA guides by email
Occasional updates when we publish new lessons. No spam, unsubscribe anytime.