On October 5, 2026, the Federal Register published an SEC notice asking whether people who pass a new FINRA accredited investor exam should qualify as accredited investors. It was one of several notices the SEC dated September 30, covering credentials such as the CPA license, the CFA charter and the Series 79, 86 and 87 licenses. Each notice stresses that a credential can be checked independently, which the SEC says could cost issuers less. For most investors in a Rule 506(c) raise, though, the accredited investor verification letter is still the document that carries the check.
A verification letter moves the review work to a regulated professional, but it does not move the sponsor's obligation. Rule 506(c) lets a sponsor advertise a raise only if it takes reasonable steps to verify that every purchaser is accredited. The letter is one of the methods the rule deems reasonable, as the guide to accredited investor verification under 506(c) explains. Whether it protects the offering depends on details the sponsor controls, namely who signed it, when, what it says and what the sponsor knew. Those details deserve a written policy before the next raise, because the new credential routes would sit beside the letter rather than replace it.
What an Accredited Investor Verification Letter Is
The letter comes from Rule 506(c)(2)(ii)(C), which names four kinds of professionals whose written confirmation counts. They are a registered broker-dealer, an investment adviser registered with the SEC, a licensed attorney in good standing where admitted, and a certified public accountant in good standing where they live or practice. The signer confirms that they took reasonable steps to verify the investor within the prior three months and found the investor accredited. The rule lists the letter as one example among several, so a sponsor may use it, combine it with others or choose another route.
The professional applies the same tests a sponsor would. Under Rule 501(a), an individual qualifies with income above $200,000 in each of the two most recent years, or above $300,000 jointly with a spouse or spousal equivalent. The investor must also reasonably expect the same level this year. The alternative is net worth above $1,000,000, alone or jointly, excluding the primary residence. A letter leaves these thresholds alone and changes only who reads the tax returns and bank statements, which is why many investors prefer it.
Why Sponsors Rely on Verification Letters
The rule's other methods ask more of the sponsor. The income method means reviewing IRS forms for the two most recent years and collecting a written statement about the current year. The net worth method means reviewing asset and liability statements dated within the prior three months, plus a consumer report on liabilities. Both put sensitive files in the sponsor's own systems, where they must be stored, protected and eventually destroyed. A letter keeps those records with the investor's CPA, attorney or adviser and leaves the sponsor holding one signed page.
The letter also suits how real estate capital is raised. Many investors already work with an accountant or lawyer who knows their finances, so a confirmation can arrive faster than a full document review. The high minimum investment approach in the SEC staff's no-action letter of March 12, 2025 is narrower. It is staff guidance rather than a rule change, it fits offerings built around large commitments, and it depends on the investor stating that no one else is financing the investment.
What a Verification Letter Must Say and Who Can Sign It
A usable letter answers five questions on its face. It names the investor exactly as the subscription documents do. It identifies the signer and the license or registration that qualifies them. It states that the signer took reasonable steps within the prior three months and concluded the investor is accredited, and it is dated and signed. A letter that says only that the investor seems to qualify, or that rests on the investor's own statements, gives the sponsor far less to stand on.
Sponsors can confirm a signer's standing quickly. FINRA's BrokerCheck shows broker registrations, and the SEC's adviser search shows registered investment advisers. State bar and accountancy board directories cover attorneys and CPAs. Because the rule names only these four categories, a letter from a planner who holds none of them, or from an adviser registered only with a state, falls outside the method. The sponsor can still weigh it within a wider reasonable steps analysis, but it does not carry the protection the listed method gives.
How Long an Accredited Investor Verification Letter Stays Valid
Timing is where letters most often fail. The rule asks for verification within the prior three months, and in practice sponsors and their counsel measure that window against the date of sale. A letter dated in March therefore does not support a closing in August. Sponsors with long subscription periods or several closings should check the date against each closing an investor joins. A simple tracker with the investor, the signer, the verification date and the date it lapses prevents most of these problems.
Repeat investors are treated differently. Under Rule 506(c)(2)(ii)(E), once a sponsor has verified an investor through a listed method, a written representation at a later sale satisfies verification for five years. That holds so long as the sponsor is not aware of information to the contrary. A good first letter therefore becomes an asset for later raises, provided the records show which method was used, when and for which offering.
Where Verification Letters Fit Among the SEC's Credential Notices
The September 30 notices would not change the letter. They ask whether to designate more credentials under Rule 501(a)(10), the category that already covers holders of the Series 7, 65 and 82 licenses. In the notice on the Series 79, 86 and 87 licenses, the SEC pointed to FINRA's BrokerCheck as a way to confirm who holds them. If designations follow, a sponsor could verify some investors through a public lookup instead of a letter, a shift the earlier piece on what the SEC accredited investor proposals mean for sponsors traces in more detail.
The notices are still requests for comment, and comments on the exam notice are due December 4, 2026. Investors who qualify on income or net worth are unaffected, because none of the notices changes those tests. Investors outside the United States who invest under Regulation S are a separate matter. That rule turns on where the offer and sale take place rather than on accredited status, as the guide to Regulation S offerings sets out.
What Sponsors Can Do Before the Next 506(c) Raise
Start with a written verification policy that lists the methods the sponsor accepts and who reviews each file. Add a letter template the investor's CPA, attorney or adviser can complete, with confirmation language that follows the rule. Check each signer's license or registration before accepting a letter, and record the verification date beside every closing the investor joins. Keep the original verification method on file for repeat investors so the five year rule can be used properly. Then ask securities counsel to review the policy and any letter that departs from the template.
Raveum offers sponsors an investment management platform, fund administration, a global raise track under Regulation S and an operating partnership for selected sponsors. U.S. investors come in under Rule 506(c) and receive K-1s, and sponsors keep their investor relationships, their property and their business plan. See how the Raveum Sponsor Program works.
A Signed Page and the Responsibility Behind It
The SEC's credential notices point toward a time when some investors can be verified with a lookup. Until then, a 506(c) sponsor will verify most investors with a letter, and the letter is only as strong as the policy around it. A qualified signer, a date inside the window and clear confirmation language make the rule's method work, provided the sponsor knows nothing to the contrary. The 506(c) verification guide covers the other methods in more depth, and the same discipline applies to each of them.
Frequently Asked Questions
Who Can Sign an Accredited Investor Verification Letter
Under Rule 506(c), four kinds of professionals can sign. They are a registered broker-dealer, an investment adviser registered with the SEC, a licensed attorney in good standing where admitted, and a certified public accountant in good standing where they live or practice. A letter from anyone else, such as an adviser registered only with a state, does not count as written confirmation under the rule.
How Long Is an Accredited Investor Verification Letter Valid
The signer must have verified the investor within the prior three months, and sponsors usually measure that window against the date of sale, so an older letter should be refreshed before closing. Once an investor has been verified, Rule 506(c) lets the sponsor rely on that investor's written representation for five years, unless the sponsor learns something to the contrary.
What Should an Accredited Investor Verification Letter Include
It should name the investor as the subscription documents do, identify the signer and the license or registration that qualifies them, and state that the signer took reasonable steps within the prior three months and determined the investor is accredited. It should be dated and signed. Many sponsors supply a template so the signer's wording follows the rule.
Do You Need a Verification Letter for a 506(b) Offering
No. Rule 506(b) does not require the verification steps that Rule 506(c) does, because a 506(b) offering cannot use general solicitation. Sponsors raising under 506(b) usually rely on investor questionnaires and existing relationships. A sponsor that advertises its raise must use 506(c) and take reasonable steps to verify every purchaser, which is where a verification letter becomes useful.
Will the SEC's 2026 Credential Notices Replace Verification Letters
No. The notices the SEC dated September 30, 2026 ask for comment on designating new credentials, such as passing a FINRA accredited investor exam, and they leave the verification methods in Rule 506(c) unchanged. If designations follow, some investors could be verified through a public lookup. Investors who qualify on income or net worth would still need a letter or another verification method.
When Should a Sponsor Bring In Securities Counsel on Verification
Bring in counsel before the first advertised raise to approve the verification policy and letter template, and again whenever a letter falls outside them. Common cases are an unfamiliar signer, an entity investor, a letter close to the three month limit, or any sign that an investor may not qualify. A sponsor that knows an investor is not accredited cannot rely on a letter.
This article is for general education only and is not legal, tax or investment advice. Securities and tax rules change and depend on each sponsor's facts, so work with qualified securities counsel and tax advisors before launching an offering. Real estate investments involve risk, including loss of capital, illiquidity and changes in property values. Offerings on Raveum are available to eligible investors only and are not open to the general public.
