Have you ever spotted a real estate deal that looked promising, only to see the words “accredited investors only” and wonder what that really meant?
In commercial real estate, certain investment opportunities are available to the general public. Others, often the more exclusive and potentially higher-yielding deals, come with restrictions. These are limited to accredited investors, a designation created by the U.S. Securities and Exchange Commission (SEC).
An accredited investor is an individual who meets specific financial or professional criteria, demonstrating their ability to handle the risks and complexities associated with private investments. These rules are not about shutting people out, but about ensuring that those who participate are financially prepared.
For new investors, understanding what accreditation means and how to achieve it is an important step toward gaining access to more opportunities in commercial real estate.
Think of accreditation as the “membership badge” for high-level investing. And if you’re just starting your real estate journey, understanding this designation will help you set goals, know what doors might open for you, and understand the why behind some of the rules in the industry.
Why Accreditation Matters In Commercial Real Estate
Many of the most attractive commercial real estate opportunities, such as shopping center syndications or private funds, are structured under SEC exemptions. These exemptions make it easier for sponsors to raise capital, but they require sponsors to limit participation to accredited investors.
In other words, becoming accredited or qualified gives you:
- Access to exclusive, higher-yield investment opportunities
- Freedom to participate in private placements and syndications
- Credibility among sponsors, brokers, and investment platforms
It's similar to getting TSA PreCheck. You still go through security, but the process is faster, more efficient, and gets you to your destination with fewer roadblocks.
What Are The Requirements To Become An Accredited Investor?
The SEC defines an accredited investor in a few different ways. You only need to meet one of the following:
- Income-based qualification - You qualify if your individual income has exceeded $200,000 in each of the last two years (or $300,000 jointly with a spouse or partner) and you expect the same this year.
- Net worth-based qualification - If your net worth exceeds $1 million, excluding the value of your primary residence, you qualify.
- Professional certifications - You can also qualify by holding certain financial credentials, including the Series 7, Series 65, or Series 82 licenses. These exams are administered by FINRA and are primarily intended for financial professionals like brokers and advisers. While the SEC currently recognizes them for accreditation, they are not designed with everyday investors in mind.
This flexibility is important. It means you do not necessarily need to wait until your financials reach a certain level. By demonstrating knowledge through exams, you can accelerate your access to higher-level opportunities while you continue building wealth.
The SEC's Proposed Investor Exam
To expand access, the SEC has also proposed creating a separate accreditation exam specifically for individual investors. Unlike the Series 7 or 65, which are tied to careers in financial services, this new exam will focus on testing knowledge of investing principles, risks, and financial literacy.
If implemented, it would provide motivated individuals with a way to qualify as accredited investors without having to meet the steep income or net worth thresholds or pursue professional licenses typically reserved for brokers. For commercial real estate investors, this could mean earlier access to private offerings while still ensuring participants understand what they are committing to.
Traits Of Accredited Investors
Accredited investor status is built on financial thresholds, but it also reflects a set of traits common among those who qualify.
Accredited investors typically possess:
- A disciplined financial foundation, often established through consistent savings, business ownership, or successful investing.
- An understanding that commercial real estate is not a quick win but a long-term play.
- A mindset of patience, prepared to commit capital for multiple years.
They also display a higher level of comfort with risk, recognizing that private deals can be illiquid or complex, making them more suitable for those willing to take on additional risk. At the same time, they approach opportunities with intentionality, asking questions and ensuring that investments align with their broader wealth-building goals.
These mindsets, combined with accreditation, make them more capable of handling the ups and downs of private commercial real estate investing.
A Step-By-Step Path To Becoming Accredited
If you are not accredited yet, do not worry. Many new investors start outside of that threshold. What matters is building toward it, and there are multiple ways to get there.
Build Financial Foundations
Most people achieve accreditation by growing their income or net worth. That might mean building a career that provides consistent high income, starting a business, or expanding a rental property portfolio. The process takes time, but steady progress adds up.
Track And Measure Your Progress
Use reliable tools to track your net worth and income, keeping a record of year-over-year gains. The SEC allows joint income qualification with a spouse or partner, so household planning can also help you get there.
Understand Exam Options
Currently, the SEC recognizes certain FINRA-administered exams (Series 7, 65, and 82) as a path to accreditation. However, these are professional licenses primarily intended for brokers and advisers, not everyday investors.
Here are the most relevant exams:
- Series 65: Focuses on investment law and advising, but was designed for advisers rather than retail investors
- Series 7: General Securities license, comprehensive, and primarily used by brokers
- Series 82: Covers private securities offerings, mainly for professionals raising capital in private markets
These exams are separate from the proposed SEC investor-focused exam. If approved, the SEC’s exam would provide individuals with a knowledge-based way to qualify, eliminating the need for a high income, high net worth, or a career in financial services.
While the proposal is not yet in place, it is worth monitoring as it could reshape how new investors gain access to private real estate deals.
Verification Process
Once you meet the criteria, the next step is verification. Some sponsors require documentation, while others use third-party verification services. Your CPA (Certified Public Accountant), attorney, or financial advisor can also confirm your accredited status for certain deals.
Why This Matters For New Investors
You might be wondering, "If I am just getting started, do I need to think about accreditation now?" The answer is yes, because it helps you plan.
Even if you’re not accredited yet, understanding these requirements helps you build toward better investment opportunities, greater flexibility, and stronger deal flow. And if the SEC moves forward with its proposed exam for individuals, education and preparation could become just as important as income and net worth.
And once you qualify, you’ll have access to:
- Private syndications (think: shopping center partnerships with upside potential)
- Off-market deals you won’t find on public platforms
- Direct conversations with sponsors and dealmakers
The earlier you plan for accreditation, the sooner you’ll be able to invest in the types of deals that build serious long-term wealth.
Prepare Now, Invest Smarter Later
You don’t have to be wealthy today to plan for wealth tomorrow. Becoming an accredited investor is about preparing for the opportunities ahead. You should know how the industry works, how you’ll qualify, and how to make smart decisions when the right deal lands in your inbox.
It’s not a gatekeeping game. It’s a guidepost.
By understanding the requirements, tracking your financial growth, and keeping up with new developments like the SEC’s proposed exam, you can put yourself in a position to qualify sooner.
So whether you’re building your net worth, studying for the Series 65, or eyeing your first shopping center investment, keep going. The more you learn, the more you’ll earn, not just financially, but in confidence and control.
Explore Additional Resources For Learning
If you are ready to dive deeper, we invite you to explore the RockStep Capital Learning Center, where you will find detailed articles that break down key concepts and strategies.
You can also subscribe to The Shopping Center YouTube channel for behind-the-scenes vlogs, concept breakdowns, and practical insights from industry experts. Together, these resources can help you expand your knowledge and confidence as you move forward on your investing journey.
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