DFI

Small Business Decision Tree

You have indicated your business would need to be able to advertise in order to raise the necessary capital. If you will only be selling to verified accredited investors, you may be able to use an exemption from registration.

Who is an accredited investor?

An individual is an “accredited investor” if (1) the individual’s net worth, or joint net worth with that person’s spouse, exceeds $1 million, excluding the value of the person’s primary residence, or (2) the individual has income in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year. Entities may also qualify as accredited investors if they meet certain requirements. Please see WAC 460-44A-501(1) for more details.

How do I verify accredited investors?

If an issuer is required to verify accredited investors, the issuer must consider a number of factors, such as (1) the nature of the purchaser and the type of accredited investor that the purchaser claims to be; (2) the amount and type of information that the issuer has about the purchaser; and (3) the nature of the offering, such as the manner in which the purchaser was solicited to participate in the offering, and the terms of the offering, such as a minimum investment amount. In certain circumstances, verification may be performed by a registered investment adviser, broker-dealer, attorney, or certified public accountant. Self-certification by the investor is not a sufficient method of verification. Please see SEC Release No. 33-9415 (pdf) for more details.

Question

Will you be selling securities in your business only to verified accredited investors?

Your Answer

Yes, I would only be selling to verified accredited investors in this offering.

No, I would expect my company to sell securities to non-accredited investors or accredited investors that we will not verify meet such standards.