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Accredited Investor Questionnaire (Reg D)
Collect and document an investor's accredited status before a Reg D private placement.
What is an Accredited Investor Questionnaire?
An Accredited Investor Questionnaire (Reg D) is the form an issuer uses to collect and document an investor's accredited status before a Reg D private placement.
Any company selling securities (a SAFE, note, or stock) in a Rule 506 private placement. You must have a reasonable basis to believe each investor is accredited.
Accredited Investor Questionnaire template, current for 2026
Reflects the SEC's updated accredited-investor definition (including holders of Series 7/65/82 licenses and knowledgeable employees) and the 2024 inflation-adjusted thresholds, with a clean representation block.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Accredited Investor Questionnaire as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Which company is conducting the offering (the Issuer)? This is the entity raising capital in the Reg D private placement. Its name and details appear throughout the questionnaire and in the certification.
- What is the name or description of the securities being offered? Identifies the specific securities so the questionnaire ties to the correct private placement.
- Which Regulation D exemption is the offering relying upon? Rule 506(b) prohibits general solicitation and permits up to 35 non-accredited but sophisticated purchasers on a reasonable-belief basis. Rule 506(c) permits general solicitation but requires all purchasers to be accredited and the issuer to take reasonable steps to verify accredited status. This election routes the verification and sophistication modules.
- Is the prospective investor an individual (natural person) or an entity? The accredited-investor tests differ for natural persons versus entities, so this routes the rest of the questionnaire.
- Who is the prospective investor? The person or entity whose accredited status is being verified and who will sign the certification.
- State (or country, if outside the U.S.) of the individual investor's primary residence. The investor's state of residence drives blue-sky (state) notice-filing determinations and the Form D disclosure of purchaser states. Used for individual investors.
- State (or country, if outside the U.S.) of the entity investor's principal place of business. An entity's principal place of business drives blue-sky notice-filing determinations and the Form D disclosure of purchaser states. Used for entity investors.
- Is the investor a 'U.S. person' within the meaning of Regulation S? A U.S. person buys in a domestic Reg D transaction; a non-U.S. person buys in an offshore Regulation S transaction. This status also affects notice filings and offering restrictions.
- Approximately what percentage of the Issuer's outstanding voting equity will the investor beneficially own immediately after this purchase? A beneficial owner of 20% or more of the issuer's voting equity is a 'covered person' under Rule 506(d); capturing the percentage lets the issuer complete its bad-actor analysis. Enter 0 if none.
- Will the investment be made jointly with a spouse or spousal equivalent? Individuals may qualify using combined net worth or combined income with a spouse or spousal equivalent (a cohabitant in a relationship generally equivalent to that of a spouse); this controls whether joint thresholds apply.
- Name of the spouse or spousal equivalent (if joint). Named so the certification reflects that joint income or net worth is being represented.
- On which individual accredited-investor bases does the investor qualify? Select all that apply (leave blank if none). Rule 501(a) lets a natural person qualify by income, net worth, professional certification, or knowledgeable-employee status. Selecting the applicable prongs documents the basis relied upon. If none apply, leave blank and the sophistication branch will govern (Rule 506(b) only).
- Approximate individual/joint income for the most recent completed year. Substantiates the income test for the more recent of the two look-back years.
- Approximate individual/joint income for the prior year. Substantiates the income test for the earlier of the two look-back years.
- Which qualifying professional certification does the investor hold? Identifies the specific credential relied upon under the professional-certification prong so it can be verified as active and in good standing. The catch-all covers any additional credential the SEC may designate by order.
- Name the other SEC-designated credential the investor holds. Records the specific credential relied upon where the SEC has designated it by order and it is something other than a Series 7, 65, or 82 license.
- If the individual investor is NOT accredited (Rule 506(b) only), how is financial sophistication established? Under Rule 506(b), up to 35 non-accredited purchasers may participate if each, alone or together with a purchaser representative, is financially sophisticated and receives Rule 502(b) disclosure. Choose how sophistication is established.
- Name of the purchaser representative (if any). Identifies the purchaser representative appointed under Rule 501(h) whose knowledge and experience is combined with the investor's.
- For a Rule 506(c) offering, which verification method will the investor use? Rule 506(c) requires the issuer to take reasonable steps to verify accredited status. Select income verification (IRS forms plus a current-year expectation), net worth verification (recent asset/liability statements plus a credit report), or a third-party confirmation letter from a broker-dealer, RIA, attorney, or CPA.
- Attach or describe the verification documentation the investor is providing (Rule 506(c)). Collects or references the supporting evidence (tax forms, financial statements, credit report, or third-party letter) the investor covenants to deliver so the issuer can complete verification before accepting the subscription.
- What type of entity is the investor? The entity accredited-investor tests differ by organizational form (trusts, banks, funds, and other entities each have their own prong).
- On which entity accredited-investor bases does the investor qualify? Select all that apply. Each selection maps to a specific clause of Rule 501(a) for entities and documents the ground relied upon.
- On what basis does the trust qualify? Trusts qualify either as a $5M sophisticated trust or by looking through to accredited grantors/owners; this records which. The grantor and all-owners bases require the look-through schedule.
- Identify each underlying equity owner or grantor the issuer must look through to, with each one's accredited-investor status/basis. For the 'all accredited owners,' grantor-trust, or special-purpose-entity bases, the issuer must look through to the underlying owners or grantors. List each person or entity, its relationship to the investor, and the accredited basis on which it qualifies.
- Approximate total assets (or total investments) of the entity. Substantiates the $5,000,000 assets or investments threshold where that basis is relied upon.
- Was the entity formed for the specific purpose of making this investment? An entity relying on the assets or investments test cannot have been formed specifically to acquire the offered securities; if it was, look-through to all accredited owners is required instead.
- Name of the person signing on behalf of the entity investor. An authorized officer, manager, trustee, or general partner must certify on behalf of an entity investor.
- Title/capacity of the entity signatory. Confirms the signatory's authority to bind and certify for the entity.
- Is the investor subject to any 'bad actor' disqualifying event under Rule 506(d) (e.g., certain criminal convictions, court or regulatory orders, or SEC disciplinary actions)? Rule 506(d) disqualifies offerings involving covered persons with certain events; the issuer must screen investors who may be covered persons (e.g., 20%+ beneficial owners, captured in the ownership-percentage question).
- Describe the disqualifying event or circumstance. Lets the issuer assess Rule 506(d) disqualification and any available exception before accepting the subscription.
- Is the investor acquiring the securities for its own account, for investment, and not with a view to resale or distribution? Private placements rely on the investor holding for investment (not distribution); this supports the exemption and any resale restrictions.
- Which state's law governs this questionnaire? Sets the governing law and forum for interpretation; typically the issuer's state of organization or the offering's governing law.
- Date the questionnaire is being completed and signed. Establishes the as-of date of the representations, which the issuer relies on at the time of sale.
Frequently asked
About the Accredited Investor Questionnaire and how HDAi works.
What is an Accredited Investor Questionnaire (Reg D)? +
An Accredited Investor Questionnaire (Reg D) is the form an issuer uses to collect and document an investor's accredited status before a Reg D private placement. It is for any company selling securities (a SAFE, note, or stock) in a Rule 506 private placement, where you must have a reasonable basis to believe each investor is accredited.
Is HDAi's Accredited Investor Questionnaire (Reg D) legally binding? +
The Accredited Investor Questionnaire (Reg D) is a working document rather than a contract. It gathers the facts and decisions the next step needs, such as an attorney's review, a filing, or a board decision, and it does not become binding when signed. Treat the output as preparation, and have a licensed Hart David Carson attorney finish whatever follows from it.
Do I need a lawyer to use this Accredited Investor Questionnaire (Reg D)? +
You can generate and download the Accredited Investor Questionnaire (Reg D) in minutes without a lawyer, and it is free. A licensed Hart David Carson attorney can then review it against your offering before investors sign, which no template can do.
What makes this Accredited Investor Questionnaire (Reg D) current for 2026? +
Reflects the SEC's updated accredited-investor definition (including holders of Series 7/65/82 licenses and knowledgeable employees) and the 2024 inflation-adjusted thresholds, with a clean representation block.
How long does the Accredited Investor Questionnaire (Reg D) take? +
Estimated time about 17 min (33 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Accredited Investor Questionnaire (Reg D) work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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