The Accredited Investor Questionnaire: A Founder's Guide to Reg D Compliance
Every time you accept a check from a private investor in the United States, you are relying on an exemption from securities registration. The most common exemption — Regulation D — requires that your investors meet a specific legal definition: they must be accredited investors. The document that proves it is the Accredited Investor Questionnaire.
Most founders treat the questionnaire as paperwork. It is not. It is the single piece of evidence that stands between your company and a rescission action from the SEC or a state regulator years down the road. This guide walks through the questionnaire section by section, explains what each category actually means, and shows you how to collect and store the answers so the round holds up under scrutiny.
The Securities Act of 1933 makes it illegal to sell securities in the United States unless the offering is either registered with the SEC or falls under a valid exemption. Startups almost never register — registration is what public companies do when they IPO. Instead, private companies rely on exemptions, most commonly Rule 506(b) or Rule 506(c) of Regulation D.
Both rules let you raise an unlimited amount of capital from an unlimited number of accredited investors. The catch is that you, the issuer, are responsible for confirming each investor's accredited status. Under 506(b) you can accept the investor's self-certification. Under 506(c) — which is what you must use if you generally solicit or advertise the round — you must take reasonable steps to verify accredited status, which is a higher bar.
The questionnaire is how you document that confirmation. Without it, your exemption is at risk. And if the exemption fails, every investor in the round has the right to demand their money back, plus interest, for up to a year after they discover the violation.
The SEC updated the definition of accredited investor in 2020 and again in 2023. Today, an individual…
