For as long as most founders have been raising money, the question "who can I sell this round to?" has been answered mostly by a bank statement. On September 30, 2026, the Securities and Exchange Commission took its most concrete step yet toward changing that. In a package of actions it called an effort to expand "responsible retailization" of private markets, the agency asked for public comment on letting people qualify as accredited investors by passing an exam or holding one of several professional credentials, with no income or net worth test.

Nothing has changed yet. But if these designations are finalized, the pool of people who can legally write a check into a Regulation D private placement could grow, and the paperwork behind some of those checks could get simpler. Here is what was released, how it would work, and what issuers should be watching.

What the SEC actually released

The September 30 package had two parts. The headline-grabbing piece for fund managers was a pair of proposed rules on registered funds: letting advisers charge performance fees of up to 20% of net capital gains to registered funds under certain conditions, modernizing interval funds (including a new one-month repurchase option), and creating a rules-based framework for multiple share classes at closed-end funds and BDCs.

The part that matters most to operating companies raising money is the second set: six separate notices under Rule 501(a)(10) of Regulation D. They propose designating these as qualifying credentials for accredited investor status:

  • A new FINRA-administered accredited investor exam (Release No. 33-11445)
  • A U.S. CPA license
  • The CFA charter (Release No. 33-11447)
  • CFP certification
  • FINRA Series 79 (investment banking representative) and Series 86/87 (research analyst) licenses

Each would apply only to holders in good standing. According to the CFP Board, the Commission approved the notices unanimously. Comments are due 60 days after the notices are published in the Federal Register.

Why this is a notice, not a rulemaking

This is a procedural detail that matters for timing. When the SEC amended the accredited investor definition in 2020, it created Rule 501(a)(10), which lets the Commission designate professional certifications by order after notice and comment, rather than through a full rule change. At the time it designated the Series 7, Series 65 and Series 82 licenses.

The new notices use that same mechanism. As Morrison Foerster notes, these are notices seeking comment, not proposed rule amendments. In the notices, the SEC said there is no evidence it is aware of to suggest that the 2020 expansion "has created investor protection concerns." That framing suggests the agency sees the new credentials as an extension of a path it has already opened.

The existing wealth tests do not go away. An individual still qualifies with more than $1 million in net worth excluding a primary residence, or income above $200,000 ($300,000 jointly with a spouse or spousal equivalent), as summarized by Morrison Foerster. The proposals add routes alongside those tests.

The exam is the big one

The professional credentials mostly cover people who already work in finance or accounting. The exam is different. According to Proskauer's summary, it would be modeled on FINRA's Securities Industry Essentials exam, with roughly 75 multiple-choice questions over two hours. It would be open to anyone 18 or older with no need to be sponsored by a FINRA member firm. A passing result would be valid for ten years.

The content would cover the types of securities and the difference between registered and exempt offerings, the risks of investing in exempt offerings, disclosures, financial statements, conflicts of interest and corporate governance. Morrison Foerster reports the fee is expected to be similar to the SIE's, about $100.

Proskauer called it "a potentially far-reaching change" because it would let "any individual age 18 or older" qualify. For issuers, that means the accredited investor pool would no longer be defined only by wealth. A financially literate engineer, an early employee at a peer startup, or a customer who believes in the product could in principle become eligible to invest in a Rule 506 round after passing a test.

Several caveats apply. The exam does not exist yet. The SEC's notice says FINRA has "initial plans" but has not finalized its details. And the notice does not propose any cap on how much an exam-qualified investor could put into a deal, unlike the investment limits for non-accredited investors in Regulation A Tier 2 and Regulation Crowdfunding.

What it could mean for Reg D issuers

Regulation D is where most private capital formation happens. The SEC's CFA notice puts the figure at approximately $400 billion raised in Regulation D offerings, excluding pooled funds, between July 1, 2024 and June 30, 2025. Small changes to who qualifies can therefore have large effects.

Three practical points stand out.

Verification in Rule 506(c) deals could get easier for some investors. Rule 506(c) allows general solicitation but requires issuers to take reasonable steps to verify that every purchaser is accredited. Credential holders can be checked through public tools such as FINRA's BrokerCheck, CPAVerify, the CFA Institute member directory and the CFP Board's search, as Mayer Brown points out. For the exam, the SEC's notice says "FINRA intends to develop a process by which issuers or others can independently verify the status of Exam Holders," including the pass date and when the ten-year validity window ends. Checking a credential is generally less intrusive than collecting tax returns or brokerage statements.

This builds on the staff's March 12, 2025 no-action letter, which lets issuers rely on minimum investments of at least $200,000 for natural persons, plus written representations, as a verification method. That helped issuers with large tickets. A credential-based path could help with smaller ones.

Rule 506(b) rounds could have fewer non-accredited purchasers to manage. In a 506(b) offering, any non-accredited purchasers trigger extra disclosure obligations. If some of those investors qualify through a credential, the issuer's disclosure burden in that round could shrink.

Documents will need updating. Morrison Foerster flags that subscription agreements and investor questionnaires would need revisions to capture the new categories if the designations are adopted.

The open questions

Not everyone at the Commission is fully settled on the approach. Commissioner Hester Peirce questioned whether the SEC should keep acting as "judge" in "evaluating the merits of particular credentials," and whether FINRA or a non-governmental body should run the exam, according to Mayer Brown.

Commenters will also likely weigh in on exam difficulty, whether ten years is too long a validity period, and how issuers should treat an investor whose result expires mid-raise. Investor advocates may push for guardrails on concentration that the notices do not include.

Chairman Paul Atkins framed the package around access and protection, saying one of his priorities is "to explore ways to facilitate the ability of individual investors to participate in private markets, while at the same time protecting those investors from bad actors and fraud," per the press release.

What to watch next

  • Federal Register publication. The 60-day comment clock starts there, which will set the earliest realistic window for final orders.
  • FINRA's exam build. Until FINRA finalizes the exam and its verification process, the exam path is theoretical even if the SEC designates it.
  • The other comment deadline on the calendar. Separately, comments on the SEC's proposed Regulation Crypto Assets, which includes a startup exemption of up to $5 million and two fundraising tiers of up to $20 million and $75 million, are due October 20, 2026.

For founders and CFOs planning raises in 2027, the practical takeaway is to keep current processes in place, since none of these changes has taken effect, while watching for final orders that could widen the investor base. This article is general information, not legal advice; talk to securities counsel before changing how you verify investors.

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