The short answer
You are an accredited investor under SEC Rule 501(a) if you earned more than $200,000 in each of the last two years ($300,000 together with a spouse or spousal equivalent) and expect the same this year, or if your net worth is over $1 million, alone or jointly, not counting your primary residence. Holders of an active Series 7, 65 or 82 license also qualify. Trusts, LLCs and other entities qualify through separate tests, most built around $5 million of assets. DSTs are sold under Regulation D, which is why sponsors require accredited status. The $200,000 and $1 million thresholds have not changed since 1982, but the SEC proposed adding new credential paths in September 2026.
Why does the accredited investor rule exist at all?
Selling a security to the public normally requires registering it with the SEC, which means a prospectus, audited financials and ongoing public reporting. Registration is expensive and slow. Regulation D lets a company or a real estate sponsor raise money privately without registering, as long as it follows certain rules, and most of those rules turn on who is buying.
The idea behind the accredited investor definition is that some buyers can fend for themselves. They can afford to hire advisers, read a private placement memorandum (PPM) critically, ask hard questions and absorb a loss. The SEC uses income and net worth as rough stand-ins for that ability, plus a few tests based on professional knowledge.
I think the honest way to describe the test is this: it measures whether you can afford to lose money, not whether you understand what you're buying. A retired surgeon with $4 million in a brokerage account is accredited. A real estate analyst with ten years of underwriting experience and a $150,000 salary usually is not. The 2026 proposals discussed below are an attempt to fix part of that.
For a 1031 investor, the rule matters because almost every Delaware Statutory Trust (DST) offering is sold under Regulation D and limited to accredited investors. If you want to exchange into a DST, you'll be asked to show that you qualify before you can see offering materials.
What are all the ways an individual can qualify?
Rule 501(a) lists 13 categories of accredited investors. Four apply to most individuals:
| Category | Test | Rule 501(a) paragraph |
|---|---|---|
| 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 level this year | (a)(6) |
| Net worth | Over $1 million, individually or jointly with a spouse or spousal equivalent, excluding the value of your primary residence | (a)(5) |
| Professional license | Holding a Series 7, Series 65 or Series 82 license in good standing | (a)(10) |
| Insider of the issuer | Director, executive officer or general partner of the issuer (or of its general partner) | (a)(4) |
Two more apply to narrow groups: "knowledgeable employees" of a private fund, investing in that fund, under (a)(11), and family clients of a qualifying family office under (a)(13). I cover both below.
You only need to meet one test. A couple with $250,000 of income and $3 million of investments qualifies on net worth even though they miss the joint income test.
How does the income test work?
The rule asks three things:
- Did you have income over $200,000 (or joint income with your spouse or spousal equivalent over $300,000) in each of the two most recent years?
- Do you reasonably expect to reach the same level in the current year?
- Are you using the same standard, individual or joint, consistently?
Regulation D does not define "income" with precision. In practice, sponsors and broker-dealers look at the income shown on your federal tax returns, and adjusted gross income is the usual starting point. If you're borderline, ask the sponsor's compliance team how it reads the test rather than assuming.
The income test is the one 1031 investors are least likely to rely on, and the reason is obvious once you say it out loud: many of the people I talk with are retired or semi-retired, living on rental income and Social Security. A couple in their seventies with $160,000 of net rental income and $50,000 of Social Security doesn't meet the joint income test, but often clears the net worth test easily.
A one-time spike doesn't qualify you by itself. Say you're single, earned $120,000 in 2024 and $1.4 million in 2025 because you sold a rental property outright (no exchange). You don't meet the income test for 2026, because you needed more than $200,000 in both 2024 and 2025 and a reasonable expectation of the same in 2026. You may well meet the net worth test, though, because the sale proceeds are now assets.
How does the net worth test treat your house and mortgage?
The net worth test is where most of the questions come from, because of the primary residence rules added by the Dodd-Frank Act in 2010 and written into Rule 501(a)(5).
The rules, in order:
- Don't count your primary residence as an asset. Rental properties, vacation homes and land do count. Only the home you live in is excluded.
- Don't count the mortgage on your primary residence as a liability, up to the home's estimated fair market value at the time you invest.
- If you owe more than the home is worth, the amount above its value counts as a liability.
- The 60-day rule: if the debt secured by your home increased in the 60 days before you invest, the increase counts as a liability, unless it came from buying the home itself. This rule exists so someone can't take out a home equity line the week before investing, put the cash in a bank account and call it net worth.
Everything else counts at fair market value: investment real estate (net of its mortgages), brokerage accounts, retirement accounts, cash, business interests and so on, less any debts that are not secured by your home (car loans, credit cards, margin loans, personal loan guaranties you're actually liable on).
Worked example: a retired couple in Sacramento
Say you and your spouse own a home worth $1.1 million with no mortgage. You just sold a fourplex for $1.6 million. After paying off the $500,000 loan and $90,000 of selling costs, your qualified intermediary is holding $1,010,000 of exchange proceeds. You also have $400,000 in IRAs and $60,000 in checking, and you owe $25,000 on a car.
| Item | Counted? | Amount |
|---|---|---|
| Home worth $1.1 million | No | $0 |
| Exchange proceeds held by the QI | Yes | $1,010,000 |
| IRAs | Yes | $400,000 |
| Checking | Yes | $60,000 |
| Car loan | Yes, as a liability | −$25,000 |
| Net worth for the test | $1,445,000 |
You qualify. The exchange proceeds are your money held for your benefit, and I'm not aware of a reading of the rule that excludes them. If you're close to the line, though, confirm with the sponsor how it treats funds held by a QI.
Worked example: the 60-day rule
Say you own a home worth $3 million with a $1 million mortgage. You have $900,000 in investment accounts. Forty-five days ago you drew $250,000 on a home equity line and put it in your brokerage account.
- Home and the original mortgage: excluded.
- Investment accounts, now including the HELOC cash: $1,150,000.
- The $250,000 HELOC increase within 60 days: counts as a liability.
- Net worth for the test: $900,000.
You don't qualify, and the rule is working as designed. Had you drawn the line 90 days ago, the $250,000 would no longer count as a liability as long as total home debt stayed under the home's value, and your net worth for the test would be $1,150,000. I'm not suggesting timing a draw to get around the rule; the point is that the 60-day window is fixed and measured from the date of your investment.
Worked example: an underwater home
Say your home is worth $1.2 million and you owe $1.4 million on it. The house is excluded, the first $1.2 million of the mortgage is ignored, and the $200,000 above the home's value counts as a liability. If your other assets total $1.15 million, your net worth for the test is $950,000, and you don't qualify.
Can a married couple or partners qualify together?
Yes. Both the income and net worth tests can be met jointly with a spouse or, since the SEC's 2020 amendments, a "spousal equivalent," which Rule 501(j) defines as a cohabitant occupying a relationship generally equivalent to that of a spouse.
For net worth, the assets don't have to be held jointly. If your spouse holds $1.2 million of investments in her own name and you have $50,000 in yours, your joint net worth counts, and you can make the investment in your name alone. The same is true for a spousal equivalent.
For income, the joint test means combined income over $300,000. If one spouse earns $180,000 and the other $130,000, the couple has $310,000 of joint income and qualifies if that held for the two prior years and is expected this year.
In community property states like California, the question of whose name is on the account matters less for this test than for estate planning. That's a separate issue with real dollars attached, covered in Step-Up in Basis and Estate Planning.
Do professional licenses count?
Since December 2020, three FINRA licenses qualify their holders as accredited investors regardless of income or net worth:
- Series 7 (General Securities Representative)
- Series 65 (Investment Adviser Representative)
- Series 82 (Private Securities Offerings Representative)
The license must be held "in good standing." In practice that means currently active. A Series 7 that lapsed when you left the industry ten years ago doesn't count. The Series 66 and the Series 63 are not on the list.
The SEC added this category under Rule 501(a)(10), which lets it designate qualifying certifications by order without rewriting the rule. That mechanism is how the 2026 proposals would add more credentials.
A license qualifies only the person who holds it. A Series 65 holder can't use the license to qualify a family trust or a spouse.
My own view: a license is a reasonable proxy for understanding the terms, fees and risks of a private offering. It says nothing about whether you can afford to lock up money for seven years. Being accredited makes you eligible; it doesn't make any given investment suitable. More on that below.
What about knowledgeable employees and family offices?
These categories exist mostly for private funds and wealthy families. They rarely apply to DST investors, but they come up.
Knowledgeable employees. Rule 501(a)(11) treats "knowledgeable employees" (as defined in Rule 3c-5 under the Investment Company Act) of a private fund as accredited for investments in that same fund. Think of an executive officer or an investment professional at a hedge fund investing in the fund that employs them. The status doesn't carry over to other investments. Working at a real estate sponsor doesn't make you accredited for a different sponsor's DST.
Family offices. Under Rule 501(a)(12), a family office (as defined under the Investment Advisers Act) with more than $5 million of assets under management qualifies if it wasn't formed to buy the specific securities and its investments are directed by a person with enough knowledge and experience to evaluate the merits and risks. Under (a)(13), the family office's "family clients" qualify for investments the family office directs. Most families I talk with do not have a family office in this legal sense.
How do trusts, LLCs and other entities qualify?
If the seller of your relinquished property was a trust or an entity, the same taxpayer generally has to acquire the replacement property, which means the trust or entity is the purchaser of the DST interest. So the entity's accreditation is what matters. The tests:
| Purchaser | How it qualifies | Rule 501(a) paragraph |
|---|---|---|
| Revocable living trust | Generally looks through to the grantors; if the grantors are accredited, the trust can qualify, since the grantors are treated as the equity owners | (a)(8) |
| Irrevocable trust | Total assets over $5 million, not formed to buy the specific securities, and purchase directed by a "sophisticated person" (someone with enough knowledge and experience in financial matters to evaluate the merits and risks) | (a)(7) |
| Trust with a bank as trustee | A bank acting as trustee qualifies as an institution | (a)(1) |
| Corporation, LLC, partnership, business trust, 501(c)(3) | Total assets over $5 million, not formed to buy the specific securities | (a)(3) |
| Any entity whose equity owners are all accredited | Qualifies through its owners | (a)(8) |
| Other entities (e.g., Indian tribes, government bodies, certain funds) | Own "investments" over $5 million, not formed to buy the specific securities | (a)(9) |
| Self-directed IRA | Generally looks through to the IRA owner | SEC staff interpretation |
A few practical points:
- Single-member LLCs. If you hold your rental property in a single-member LLC, the LLC usually qualifies under (a)(8) because its only owner, you, is accredited. For tax purposes the LLC is disregarded, which is why it can be the exchanger without a problem.
- "Not formed for the specific purpose." A new LLC set up by three siblings to pool money into one DST doesn't qualify under the $5 million asset test, even if it has $5 million, because it was formed to make that investment. It can still qualify if every sibling is accredited.
- Irrevocable trusts under $5 million. An irrevocable trust with $3 million and a family-member trustee usually does not qualify. The $5 million and sophisticated-person tests both apply, and the look-through that works for a revocable trust generally doesn't apply to an irrevocable one. This catches families who set up an irrevocable trust years ago and now want to exchange property the trust holds.
If an entity or trust is the exchanger, have your attorney confirm which paragraph it relies on before you start looking at offerings. Discovering the problem during subscription, with the 45-day clock running, is a bad time to find out.
Why are DSTs limited to accredited investors?
A DST interest is a security. When you buy into a DST, you're buying a beneficial interest in a trust, not a deed to real estate, and the SEC and FINRA treat it that way. The sponsor has to either register the offering or use an exemption. Almost all DST offerings rely on Rule 506 of Regulation D.
Rule 506 has two versions:
- Rule 506(b) allows sales to an unlimited number of accredited investors and up to 35 non-accredited investors who, alone or with a purchaser representative, are sophisticated enough to evaluate the investment. But if even one non-accredited investor buys, Rule 502(b) requires the issuer to give that investor disclosure close to what a registered offering provides, including financial statement information. That is costly enough that DST sponsors simply limit their offerings to accredited investors.
- Rule 506(c) allows general solicitation (public advertising) but requires every purchaser to be accredited and requires the issuer to take "reasonable steps to verify" that status.
Securities sold under Rule 506 are "covered securities," which means states can't require their own registration of the offering, though they can require a notice filing and fees. That's why a DST sold to investors in 30 states doesn't need 30 state registrations.
There is also an investor protection logic I agree with. DSTs are illiquid, often leveraged, carry meaningful up-front costs and give investors no control. Those features aren't a reason to avoid DSTs, but they are a reason to limit them to people who can wait out a long hold and absorb a loss.
What's the difference between Rule 506(b) and 506(c)?
| Rule 506(b) | Rule 506(c) | |
|---|---|---|
| General solicitation or advertising | Not allowed | Allowed |
| Non-accredited purchasers | Up to 35, if sophisticated (with heavy disclosure) | None |
| How accredited status is established | Reasonable belief, usually from a questionnaire and representations | Issuer must take reasonable steps to verify |
| Typical paperwork for the investor | Questionnaire and subscription agreement | Questionnaire plus tax returns, statements, a third-party letter or another verification method |
| Form D filing with the SEC | Within 15 days of first sale | Within 15 days of first sale |
The offerings Baker 1031 works with are Rule 506(b) offerings. That has a practical effect on how we operate and on this guide. Under 506(b), neither the sponsor nor anyone selling the offering can advertise it to the public. The usual way to show there was no general solicitation is a pre-existing, substantive relationship with the investor, established before the investor sees any specific offering. That's why this guide never names a DST, why offering materials sit behind a portal login and why the first step is a conversation, not a sign-up form that drops you into a deal.
How does verification actually work?
Under Rule 506(b)
The issuer needs a reasonable belief that you're accredited. In practice, you complete an accredited investor questionnaire (covered in the next section), sign representations in the subscription agreement and go through the broker-dealer's know-your-customer process. The broker-dealer (for us, Aurora Securities) reviews your answers. If something doesn't add up, such as a stated net worth that doesn't match the size of the exchange, compliance will ask.
Nobody asks for your tax returns under 506(b) as a matter of course, but your representations are not casual. You're signing statements that the issuer and the broker-dealer rely on. Misstating your status can expose you to rescission, and it can create problems for the offering.
Under Rule 506(c)
The issuer must take "reasonable steps to verify." Rule 506(c)(2)(ii) lists non-exclusive methods for natural persons that are deemed to meet that standard:
- Income: reviewing IRS forms that report your income for the two most recent years (W-2s, 1099s, K-1s or Form 1040), plus your written representation that you expect to qualify this year.
- Net worth: reviewing bank, brokerage and similar statements, tax assessments or independent appraisals dated within the prior three months, plus a credit report from a nationwide consumer reporting agency to check liabilities, plus your representation that you've disclosed all liabilities.
- Third-party confirmation: a written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a CPA that it took reasonable steps to verify your status within the prior three months.
- Prior verification: if the issuer verified you within the past five years, your written representation that you still qualify, as long as the issuer has no information to the contrary.
Issuers can also use other methods if they're reasonable given the facts. In March 2025, SEC staff issued a no-action letter saying that a high minimum investment can be part of reasonable verification: at least $200,000 for individuals and $1 million for entities, paid in cash and not financed by a third party for that purpose, with written representations from the investor and no contrary knowledge by the issuer. Most DST minimums are well below $200,000, so that path won't help the typical DST investor, but you may see it in larger 506(c) offerings.
What's on the self-certification questionnaire?
The questionnaire varies by firm, but here is what you'll typically see and why.
- Accredited investor category. Check boxes matching the Rule 501(a) tests: income, net worth, license, entity type. Pick the one you actually meet; you don't need more than one.
- Net worth and income ranges. Usually in bands. These feed the suitability review, not just the accreditation test.
- Liquid net worth. How much you have that you could turn to cash in a few days. DSTs are illiquid, so this number matters for suitability.
- Investment experience. Years and types: stocks, bonds, real estate, private placements, prior DSTs or TICs.
- Investment objectives and time horizon. Income, growth, tax deferral, and how long you can hold.
- Source of funds. For an exchange, the sale of your relinquished property and the QI holding the proceeds.
- Citizenship and identity. Customer identification under the USA PATRIOT Act. The firm requires investors to be U.S. citizens or permanent residents.
- Concentration. What share of your net worth this investment represents. Many firms set internal guidelines on how much of a client's net worth can go into illiquid alternatives.
Answer accurately. If your answers suggest an investment isn't suitable for you, a good broker-dealer will say so, and that's a conversation worth having before you're 30 days into your identification period.
Is being accredited the same as an investment being right for you?
No. Accredited status is a legal eligibility test. It says you can be offered a private placement. It says nothing about whether a specific DST fits you.
Broker-dealers have a separate obligation under FINRA rules and the SEC's Regulation BI (Reg BI) to have a reasonable basis to recommend an investment to you in light of your investment profile. FINRA has also told broker-dealers they must do reasonable diligence on private placements they recommend (FINRA Regulatory Notice 23-08 is the most recent guidance). So you can be accredited and still be told a particular investment, or a particular amount, doesn't fit.
Here's a case I think about. Say a 79-year-old widow has $1.3 million of net worth outside her home, and $1.1 million of it is the proceeds of a rental sale. She's accredited. Putting all $1.1 million into DSTs that might hold for seven to ten years, leaving her $200,000 of liquid savings, is a different question entirely. The accredited test doesn't answer it. In a situation like that, I'd want to talk about keeping more liquid, a partial exchange, or simply paying the tax on part of the gain. The 1031 exchange rules guide covers how a partial exchange and boot work.
Worked examples: who qualifies and who doesn't
All hypothetical, to show how the tests apply.
1. Single nurse practitioner, income test. Earned $215,000 in 2024 and $228,000 in 2025, and expects about the same in 2026. Qualifies on income, even though her net worth is $600,000.
2. Married couple, joint income. She earns $180,000, he earns $130,000, and that's been steady for three years. Joint income of $310,000 clears $300,000. Qualifies. Neither qualifies individually.
3. Unmarried partners. Living together for 12 years, sharing finances, not married. His investments are $700,000, hers $450,000. As spousal equivalents, their joint net worth is $1,150,000 excluding their home. Either can qualify on the joint figure.
4. Retired landlord. Net rental income of $140,000, no other income. Owns a home worth $1.4 million and three rental houses worth $2.1 million with $600,000 of mortgages, plus $300,000 in an IRA. Net worth excluding the home: $1.8 million. Qualifies on net worth.
5. Recent HELOC. Covered above: $900,000 of investments plus $250,000 drawn on a HELOC 45 days ago. Net worth for the test is $900,000. Doesn't qualify yet.
6. Financial adviser. Active Series 65, net worth $350,000, income $140,000. Qualifies through the license. Whether a large DST position is suitable for someone with that net worth is a separate question.
7. Couple's revocable trust. The trust sold a six-unit building and is doing the exchange. The grantors have $2.5 million of net worth excluding their home. The trust qualifies by looking through to the accredited grantors.
8. Family LLC formed last month. Three siblings form an LLC with $3 million to buy into a DST. One sibling has $400,000 of net worth and $90,000 of income. The LLC doesn't meet the $5 million test and was formed for the purpose anyway, and not all owners are accredited. Doesn't qualify. The two accredited siblings could invest individually.
9. Irrevocable trust. A trust set up in 2012 holds a $4 million industrial building, and a family friend is trustee. It sells the building and wants to exchange into DSTs. Under $5 million and no bank trustee, so it doesn't qualify under (a)(7) or (a)(1). The attorney should look at whether any other paragraph applies before the sale closes.
10. Business owner with a one-time gain. Normal income of $150,000, but $2 million of gain in 2025 from selling a building for cash. Doesn't meet the income test (only one year over $200,000). If the sale proceeds and other assets put his net worth over $1 million excluding his home, he qualifies on net worth.
What changed in 2025 and 2026, and what might change next?
The $200,000 income and $1 million net worth thresholds are the same numbers set in 1982 (the $300,000 joint income test was added in 1988), never adjusted for inflation. The SEC considered indexing them in 2020 and declined. Each year of inflation makes more households accredited without any change in the rule. Here is what has happened since early 2025:
SEC staff no-action letter (March 12, 2025). As described above, staff said a high minimum investment ($200,000 for individuals, $1 million for entities) plus written representations can support verification in Rule 506(c) offerings. It didn't change the definition.
The INVEST Act (H.R. 3383). The House passed it on December 11, 2025, by a vote of 302 to 123. It folds in earlier House bills, including the Equal Opportunity for All Investors Act (H.R. 3339). As passed by the House, it would write the income and net worth tests into the statute and adjust them for inflation every five years, add licensed brokers and investment advisers in good standing, add people with qualifying education or job experience as set by SEC rule, and direct the SEC to create an exam that individuals could pass to become accredited. It went to the Senate Banking Committee. As of this writing, it has not passed the Senate and is not law. Reports indicate the committee held a hearing in August 2026; I couldn't confirm any further action.
SEC proposals (September 30, 2026). The SEC issued five notices proposing to designate new credentials under Rule 501(a)(10):
- passing a new accredited investor exam to be developed by FINRA (Release 33-11445),
- an active U.S. CPA license (33-11446),
- a CFA charter in good standing (33-11447),
- CFP certification (33-11448),
- FINRA Series 79, 86 and 87 licenses (33-11449).
Comments are due by early December 2026 (published reports give December 4). These are proposals, not final orders. They would add new paths to accredited status; they would not change the existing income and net worth tests. Under the proposal as described, passing the exam would confer status for ten years, after which the person would retest.
What this means for 1031 investors: probably not much in the near term. Most people exchanging investment real estate already qualify on net worth. The proposals mostly help younger professionals with expertise but without wealth. If you're a CPA or CFP who was close to the line, it may matter to you once (and if) the SEC finalizes the designations. I'll update this guide when it does.
What are the most common mistakes?
- Counting the primary residence. It's excluded, period, even if it's your largest asset.
- Forgetting the 60-day rule on home equity draws.
- Assuming a revocable trust and an irrevocable trust qualify the same way. They don't.
- Forming a new entity to pool family money and assuming the $5 million test applies.
- Relying on a lapsed license.
- Treating accreditation as a green light. Eligibility isn't suitability, and neither is a recommendation.
- Waiting until day 30 of the identification period to find out the exchanging entity doesn't qualify. If a trust or LLC sold the property, sort out accreditation before closing.
This guide isn't legal or tax advice. If your situation involves an entity, a trust or a close call on net worth, confirm it with your securities or tax attorney or CPA, and coordinate the exchange timeline with your qualified intermediary.
Risks and limitations
Accredited status lets you consider DSTs and other private placements. It doesn't reduce their risks, which include:
- Illiquidity. DST interests have no public market. You should expect to hold until the sponsor sells the property, which may take many years, and you may not be able to sell before then at any price.
- Loss of principal. Real estate values can fall, and you can lose some or all of your investment.
- Distributions are not guaranteed. Any distributions depend on property performance and can be reduced or suspended.
- Reliance on the sponsor. The sponsor and its affiliates control leasing, management, financing and the timing of a sale. Your results depend on their judgment and their financial condition.
- Limited control. DST investors don't vote on operations, and the DST structure under Revenue Ruling 2004-86 restricts the trustee from raising new capital, refinancing or renegotiating leases, which can limit options if the property struggles.
- Fees and load. Offerings carry up-front costs (selling commissions, offering and organizational costs, financing and acquisition fees) and ongoing fees, which reduce the amount actually invested in real estate and any return.
- Leverage. Many DSTs borrow. Debt magnifies losses, and a default can wipe out investors' equity.
- Tax-law change. The tax treatment of 1031 exchanges and DSTs depends on current law and IRS guidance, which can change. A failed exchange or a change in law can create a tax bill.
Each offering's private placement memorandum describes its specific risks, and you should read it in full before investing.
Frequently asked questions
Does my 401(k) or IRA count toward accredited investor net worth?
Yes. Retirement accounts are assets and count toward the $1 million net worth test at their current value. The rule doesn't discount them for the taxes or penalties you'd owe on withdrawal, though a careful suitability review should consider that the money isn't fully liquid to you. Only your primary residence, and the mortgage on it up to its value, are left out of the calculation.
Can I count the equity in my rental properties?
Yes. Investment real estate counts at its fair market value, less the debt secured by it. A rental worth $900,000 with a $300,000 mortgage adds $600,000 to your net worth for the test. Vacation homes and land also count. Only the home you live in as your primary residence is excluded. If you're about to sell a rental in an exchange, the proceeds held by your qualified intermediary are still your asset.
Do I have to show my tax returns to invest in a DST?
Usually not for a Rule 506(b) offering, which is how most DSTs are sold. The issuer needs a reasonable belief that you're accredited, usually based on your questionnaire, subscription representations and the broker-dealer's review. For a Rule 506(c) offering, the issuer has to take reasonable steps to verify, which often means tax returns, account statements within three months, or a letter from your CPA, attorney, registered adviser or broker-dealer.
Can my spouse's assets help me qualify?
Yes. Both the income test and the net worth test can be met jointly with a spouse or a spousal equivalent, meaning a cohabitant in a relationship generally equivalent to marriage. For net worth, the assets don't have to be held jointly, and you can make the investment in your name alone. For income, the joint threshold is $300,000 in each of the two prior years with a reasonable expectation of the same this year.
Is the accredited investor threshold adjusted for inflation?
No. The $1 million net worth and $200,000 income tests have been unchanged since 1982, and the $300,000 joint income test since 1988, apart from the 2010 change that excluded the primary residence. The SEC declined to index them in its 2020 amendments. The INVEST Act, which passed the House in December 2025, would require inflation adjustments every five years, but it hasn't passed the Senate and isn't law as of October 2026.
What happens if I say I'm accredited and I'm not?
You'd be making a false representation that the issuer and broker-dealer relied on. Depending on the facts, that can expose you to claims, unwind the investment or create problems for the offering itself. It can also leave you in an investment that wasn't designed for your situation, with no easy way out because DSTs are illiquid. If you're unsure whether you meet a test, ask before you sign; the broker-dealer's compliance team deals with close calls routinely.
Can a non-accredited investor do a 1031 exchange into a DST?
In practice, almost never. The law would let a Rule 506(b) offering accept up to 35 sophisticated non-accredited investors, but the extra disclosure required makes sponsors limit DSTs to accredited investors. A non-accredited exchanger can still do a 1031 exchange into directly owned real estate, a tenancy-in-common interest bought outside a securities offering, or other like-kind property, and those options have their own trade-offs.
Will the SEC's 2026 proposals make more people accredited?
If finalized, yes. The September 30, 2026 proposals would add holders of a CPA license, CFA charter, CFP certification and FINRA Series 79, 86 or 87 licenses, plus anyone who passes a new FINRA-developed accredited investor exam. They would sit alongside the existing income and net worth tests, not replace them. Comments are due in early December 2026, and the SEC hasn't adopted them yet.
If you're working through an exchange and want to know whether you or your trust qualifies before you start looking at offerings, I can walk through it with you and, once we've talked, set up portal access.
Sources
- 17 CFR §230.501: Definitions and terms used in Regulation D (Cornell LII)
- 17 CFR §230.501, current text (eCFR)
- SEC Investor.gov: Updated Investor Bulletin, Accredited Investors
- SEC: "Accredited Investor" Net Worth Standard (Small Entity Compliance Guide)
- Harvard Law School Forum on Corporate Governance: SEC Expands Definition of "Accredited Investor" (2020)
- Crowell & Moring: SEC Issues No-Action Letter Clarifying Accredited Investor Verification Under Rule 506(c) (March 2025)
- Allocations: Rule 506(c) accredited investor verification methods
- Mondaq: U.S. House of Representatives Passes Bill To Expand Definition Of "Accredited Investor"
- Congress.gov: H.R. 3339, Equal Opportunity for All Investors Act of 2025
- Morgan Lewis: INVEST Act, Potential Implications for Financial Services (December 2025)
- A&O Shearman: SEC Proposal, Expanded Accredited Investor Eligibility for Natural Persons (October 2026)
- Mayer Brown: Proposed Expansions to the Accredited Investor Definition for Natural Persons (October 2026)
- Federal Register public inspection: SEC Release 33-11447, Potential Designation of CFA Charter for Accredited Investor Status
Full guide
The rest of this guide isn’t public yet.
It covers:
- Why does the accredited investor rule exist at all?
- What are all the ways an individual can qualify?
- How does the income test work?
- How does the net worth test treat your house and mortgage?
- Can a married couple or partners qualify together?
- Do professional licenses count?
- What about knowledgeable employees and family offices?
- How do trusts, LLCs and other entities qualify?
- Why are DSTs limited to accredited investors?
- What's the difference between Rule 506(b) and 506(c)?
- How does verification actually work?
- What's on the self-certification questionnaire?
- Is being accredited the same as an investment being right for you?
- Worked examples: who qualifies and who doesn't
- What changed in 2025 and 2026, and what might change next?
- What are the most common mistakes?
- Risks and limitations
- Sources
If you’re planning an exchange, request access to the investor portal and talk it through with Jerry.