How Do You Get an Accredited Investor Verification Letter From Your CPA or Attorney?
To get an accredited investor verification letter, ask a CPA, licensed attorney, registered broker-dealer or SEC-registered investment adviser to review your income or net worth records and confirm in writing that they verified you as accredited within the prior three months. Rule 506(c) lets an issuer rely on that letter as one way to take "reasonable steps to verify" your status. The letter needs to be current at the time of your investment, so time the request close to when you plan to invest.
Who can write an accredited investor verification letter?
Rule 506(c)(2)(ii)(C) names four kinds of writers. The issuer may rely on a written confirmation from one of them, unless the issuer knows you are not accredited.
| Writer | What the rule requires |
|---|---|
| Broker-dealer | Registered broker-dealer |
| Investment adviser | Registered with the SEC (a state-registered adviser is not on the list) |
| Attorney | Licensed and in good standing in each jurisdiction where admitted |
| Certified public accountant | Duly registered and in good standing where the CPA lives or has a principal office |
The rule does not require the writer to be independent of you in any further way, and it does not require a particular form. The issuer still decides whether it is reasonable to rely on the letter, so it may ask questions or reject a letter that looks incomplete.
What does the CPA or attorney review?
The writer has to take "reasonable steps to verify" that you meet one of the tests in Rule 501(a). Most letters rest on the income test or the net worth test.
- Income. For a person, income above $200,000 in each of the two most recent years, or joint income with a spouse or spousal equivalent above $300,000, with a reasonable expectation of the same this year. A CPA who prepares your return already has much of this. The rule's own income method reviews IRS forms such as Form W-2, Form 1099, Schedule K-1 and Form 1040.
- Net worth. Above $1,000,000, alone or jointly, not counting your primary residence. The rule's own net worth method reviews bank, brokerage and similar statements dated within the prior three months, plus a consumer report from a nationwide credit bureau for liabilities.
- Other categories. Rule 501(a) also covers certain entities and certain license holders. Tell the writer which category you rely on so they review the right records.
The writer can use these methods or apply judgment to your facts. The SEC staff has said in its interpretations that the listed methods are "non-exclusive and non-mandatory" (SEC Securities Act Rules interpretations, Question 256.35).
What should the letter say?
There is no official form. A letter that tracks the rule usually includes:
- Your full legal name, and the entity's name if an entity is investing.
- The writer's name, firm, license or registration number and the jurisdiction of the license.
- A statement that the writer took reasonable steps to verify that you are an accredited investor within the prior three months.
- A statement that the writer determined you are an accredited investor, and often which category (income, net worth or another).
- The date and the writer's signature.
Leave out copies of your tax returns and statements. The point of the letter is that the issuer relies on the writer's review instead of collecting your documents itself.
How long is the letter good for?
The rule asks whether the writer verified you "within the prior three months." Read that against the date of your investment, not the date you first sent the letter.
A made-up example. Your CPA signs a letter on March 1, 2027 confirming a review that day. You subscribe to a 506(c) offering on May 15, 2027, which is inside three months, so the issuer may rely on the letter. A second offering closes on June 15, 2027, which is more than three months after March 1, so that issuer would generally want a fresh letter or another method.
There is a longer path with the same issuer. Under Rule 506(c)(2)(ii)(E), once an issuer has verified you, it may accept your written representation at the time of a later sale for five years from that verification, as long as it has no information to the contrary.
What does it cost, and what are the alternatives?
No rule sets the price. Some professionals include a letter in work they already do for you, others charge a separate fee, and some decline to write these letters at all. Ask about price and turnaround before you send documents.
If a letter does not suit you, the issuer may verify you another way:
- Document review by the issuer or its verification service, using your tax forms or statements under the rule's own methods.
- A high minimum investment. SEC staff said in a March 2025 letter that a high minimum investment, with written representations and no third-party financing of it, is a relevant factor in verifying accredited status. Whether an offering uses that approach depends on its terms.
- A prior verification by the same issuer, under the five-year rule above.
Our guide to accredited investor verification walks through each method in detail, and the accredited investor definition covers every category.
Does a 506(b) offering need the letter?
No. Verification under Rule 506(c) applies to offerings that use general solicitation. A 506(b) offering relies on a pre-existing relationship and does not require these verification steps, though the issuer will still ask you to confirm your status in the subscription documents.
How DoorRaise fits in
DoorRaise helps sponsors raise equity for apartment buildings with 5 or more units under Rule 506(b) or 506(c). For 506(c) deals, DoorRaise verifies that investors are accredited as part of the investing steps. Investor funds are held in escrow at Enterprise Bank & Trust, an FDIC-insured bank, and are sent by wire.
Raise your apartment deal from the people who already follow you.
DoorRaise is built for apartment buildings with 5 or more units: one link for the deal, escrow until closing and a standard fee card.
See how it works for the investor steps.
FAQ
Can my tax preparer write the letter if they are not a CPA?
Not under this method. The rule names CPAs, licensed attorneys, registered broker-dealers and SEC-registered investment advisers. An enrolled agent or an unlicensed preparer is not on the list, though the issuer may still verify you another way.
Can my spouse's CPA write the letter for joint income?
The rule does not say whose professional it must be. What matters is that the writer qualifies, reviews the joint records and confirms the determination within three months.
Will one letter work for several offerings?
Yes, if each issuer accepts it and each sale is within three months of the verification. Some issuers accept a letter addressed generally rather than to them, and others ask for their own.
Does the CPA take on liability by signing?
That is a question for the writer and their own counsel. Some professionals limit the letter's wording or decline to write one for that reason.
Next step: read how to commit and wire money to a syndication to see what happens after you are verified.
Sources
- 17 CFR 230.506, including (c)(2)(ii)
- 17 CFR 230.501(a), accredited investor
- SEC: General solicitation, Rule 506(c)
- SEC: Securities Act Rules Compliance and Disclosure Interpretations
- SEC staff no-action letter, Latham & Watkins (March 12, 2025)
This article is general information, not legal, tax or investment advice. Talk to your own securities attorney or CPA about your situation. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.