Interesting About Investor Definations

New investors may join our private network by qualifying under one of the three investor definitions under SEC Regulation D Rule 506… Accredited, Sophisticated, or Foreign.

Accredited Investor
A person that has a net worth of $1,000,000 or an annual income of $200,000.

“Accredited Investor” shall mean any person who comes within any of the following categories, or who the Issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

  • Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year;
  • Natural persons with a net worth individually or jointly with spouse of at least $1 million;
  • Directors, executive officers, and general partners of the issuer;
  • Any entity in which all the equity owners are accredited investors;
  • Banks, insurance companies, registered investment companies, business development companies, or small business investment companies;
  • Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser;
  • Any employee benefit plan (within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million;
  • Charitable organizations, corporations or partnerships with assets in excess of $5 million;
  • Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person who either alone or with his purchaser representative has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment.

Sophisticated Investor
A person that has knowledge or experience of private investments and can “describe” their qualifications. Each Reg. D Rule 506 offering has slots for 35 sophisticated non-accredited investors.

Investors that meet the standards for participation in a non-public offering under Section 4(2) of the Securities Act of 1933, as amended, (“Act”), under Section 25102(f) of the California Corporate Securities Law of 1968, as amended, (“California Act”), and under the laws of other states.

These investors do not have to have the net worth or income of an Accredited Investor, but may invest in the same type offerings by qualifying under the “sophisticated investor” status.

  • The investor should be able to hold his investment for an indefinite period of time and have sufficient net worth to sustain a loss of his entire investment in the event such loss should occur.
  • The investor must have, either alone or with his purchaser representative, such knowledge and experience in financial and business matters that he/they is/are capable of evaluating the merits and risks of any investment contemplated.
  • The investor represents that he has made other investments of a similar nature to any contemplated now or in the future and, by reason of this business and financial experience and of the business and financial experience of those persons he has retained to advise him with respect to any investments contemplated now or in the future, has acquired the capacity to protect his own interest. He will carefully evaluate his financial resources and investment position and the risks associated with any investment and acknowledge that he is (will be at the time of investment) able to bear the economic risks of any contemplated investment now or in the future.
  • The investor represents that any contemplated investment will not exceed 20% of his net worth at the time of purchase (including home, furnishings, and automobiles).

Foreign Investor
A person that is not on United States territory. A non-US address must be indicated.


A Qualified Investor residing outside the U.S.

Foreign Investors may invest in the same offerings available to Accredited Investors by qualifying under the S.E.C. Regulation S (Foreign Investor) see below.

All correspondence must originate outside the U.S.

Regulation S

The US SEC regulation regarding sales of US securities outside the United States.

The following is an overview of US Securities And Exchange Commission regulation S that addresses sales of securities of US companies in instances where those securities could find their way back into US markets without registration under the US Securities Act of 1933. The intent of Regulation S is to define the registration requirements of the Securities Act of 1933 with regard to offerings made outside the US to foreign residents. The regulation differentiates between securities which are determined to be sold outside the US, and not subject to the registration requirements of the Securities Act, and those which are subject to the Securities Act registration requirements. Regulation S does this by establishing a “territorial” approach, and the application of mutual courtesy to the laws of other countries as they apply. Because of differences in laws, the difficulty of obtaining solid legal advice in all countries has been a hindrance to international transactions.

Two Safe Harbors

Regulation S sets up two sets of “safe harbors”. One addresses offers and sales by issuers, their affiliates, and securities professionals involved in the initial offering of securities (the “issuer safe harbor”). The other addresses resales by securities professionals such as banks and brokers (the “resale safe harbor”).

The Issuer Safe Harbor

To qualify for the issuer safe harbor, the issuer’s offer or sales must be made in an “offshore transaction”. The offer must not be made to a person in the United States, although a prospective offeree may visit the United States to inspect physical facilities. There are two sets of criteria to be complied with.

  1. Reasonable belief the buyer is outside the US at the time the purchase is made.
  2. Submission of evidence, as described in the Regulation, that the sale is made through a physical trading floor of an established foreign securities exchange or through the facilities of a designated offshore securities market. The Regulation derule18ates types of offerors and offering restrictions which show that the “distribution” is completed offshore before resales take place to or in the US markets.

Sales cannot be pre-arranged with a US buyer and no “directed selling efforts” can be made in the US in connection with either type of offer or sales. Directed selling efforts are activities that could reasonably be expected to result in directing sales or securities to US residents.

Resale Safe Harbor

For secondary trading under the resale safe harbor, Regulation S permits sales in an “offshore transaction” without any directed sales effort into the US market. Special provisions apply to sales by securities professionals and affiliates of the issuer.