Accredited Investor: Institutional and Entity Categories
Chapters in this video
- 0:00 Riley the Rep and the private offering velvet rope
- 0:52 Eight status-based entities with zero dollar test
- 2:18 The six threshold entities and the $5,000,000 barrier
- 3:45 Special purpose vehicles and the "formed for the deal" trap
- 5:09 Look-through rule and family office client pass-through
- 5:54 Rapid-fire exam recap
What this video covers
- Why banks, broker-dealers, registered investment advisers, insurance companies, registered funds, business development companies (BDCs), Small Business Investment Companies (SBICs), Rural Business Investment Companies (RBICs), private business development companies, and issuer insiders never face a dollar test for accredited status
- The $5,000,000 threshold that applies to state and municipal employee benefit plans, 501(c)(3) organizations, corporations, business trusts, limited liability companies (LLCs), trusts, family offices, and the catch-all entity row
- How an Employee Retirement Income Security Act (ERISA) plan can qualify through fiduciary status, self-direction by accredited investors, or the $5,000,000 asset test
- The "not formed for the specific purpose of acquiring the securities offered" condition that kills four of the six threshold categories, and why employee benefit plans escape this trap entirely
- Why the catch-all entity row tests investments owned rather than total assets, and why operating real estate normally fails that test
- The look-through rule that lets a zero-asset entity qualify when every single equity owner is independently an accredited investor, and how family clients ride along with an accredited family office
- How exam writers construct distractors around dollar tests that do not exist, purpose conditions that do, and partial equity owner checks that fail the look-through rule
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