SEC: Securities and Exchange Commission (US)

Under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions, such as rules 505 and 506 of Regulation D, a company may sell its securities to what are known as “accredited investors.”

The federal securities laws define the term accredited investor in Rule 501 of Regulation D as:

  1. a bank, insurance company, registered investment company, business development company, or small business investment company;
  2. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;
  3. a charitable organization, corporation, or partnership with assets exceeding $5,000,000;
  4. a director, executive officer, or general partner of the company selling the securities;
  5. a business in which all the equity owners are accredited investors;
  6. a natural person who has individual net worth, or joint net worth with the person’s spouse, that
  7. exceeds $1 million at the time of the purchase;
  8. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
  9. or a trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

For more information about the SEC’s registration requirements, regulations and common exemptions, please visit

CIMA: Cayman Islands Monetary Authority

A Sophisticated or High Net Worth Person:
  1. A Sophisticated Person; Being A Person:
    1. Regulated By The Cayman Islands Monetary Authority ("CIMA"); Or
    2. Regulated By A Recognized Overseas Regulatory Authority; Or
    3. Any Of Whose Securities Are Listed On A Recognized Security Exchange; Or
    4. Who:
      1. By Virtue Of Knowledge And Experience In Financial And Business Matters Is Reasonably To Be Regarded As Capable Of Evaluating The Merits Of A Proposed Transaction; AND
      2. Participates In A Transaction With A Value Or In Monetary Amounts Of At Least US $100,000 In The Case Of Each Single Transaction;
  2. A High Net Worth Person; Being A Person Who Is:
    1. An Individual Whose Net Worth Is At Least US$1,000,000; Or
    2. Any Person Who Has Total Assets Of Not Less Than US$5,000,000; Or

A Company, Partnership Or Trust Of Which The Shareholders, Unitholders Or Limited Partners Are One Or More Persons Falling Within 1 Or 2 Above.

For more information about the CIMA regulations, definitions and rules please visit: