SEC Floats CPAs as Accredited Investors. Verification Is the Real Story.

SEC CPA Accredited Investor Notice: A Question, Not a Rule

The SEC has not made certified public accountants accredited investors. On October 5, 2026, it published a notice asking whether it should, through a potential Commission order under Rule 501(a)(10) of Regulation D. The release is No. 33-11446, File No. 4-932, published at 91 Fed. Reg. 63368, and comments are due on or before December 4, 2026. The SEC's economic analysis uses approximately 650,000 active CPA license holders.

The notice concedes that the SEC lacks information on how many of those CPAs already qualify as accredited investors on income or net worth. The pool of genuinely new capital is unknown. What is known is the mechanism: a CPA license in good standing is a status anyone can look up on a public website, which is a very different exercise than reviewing tax returns and brokerage statements.

Companion Notices, Separate Comment Files

The CPA notice did not arrive alone. It has a companion: the FINRA accredited investor exam notice (Release No. 33-11445, File No. 4-931), issued September 30, 2026. Each notice is separate, with its own comment file.

That structure matters. The Commission can act on one credential without acting on the other, and nothing in the release commits it to a timeline or an outcome. The notice text states only that the Commission is considering whether to issue an order. Until an order issues, a CPA license alone does not make anyone accredited.

Where the list stands today

Rule 501(a)(10) was adopted in 2020, and the Commission's initial order designated the Series 7, Series 65, and Series 82 licenses, effective December 8, 2020. Those remain the only designated credentials.

Congress is running a separate track. The Equal Opportunity for All Investors Act of 2025 (H.R. 3339) passed the House by voice vote on July 21, 2025 and was referred to the Senate Banking Committee on July 22, 2025. As of the last Congress.gov action found, it has not been enacted.

Verification: What Changes for Issuers

A CPA license is issued by one of 55 U.S. jurisdictions: the fifty states, the District of Columbia, the Northern Mariana Islands, Guam, Puerto Rico, and the U.S. Virgin Islands. The notice identifies NASBA's CPAverify.org, which NASBA describes as the only official, free, single-source national database of licensed CPAs available to the public, as a public means of verification. Member jurisdictions supply its data.

Coverage is not complete. The notice states that Hawaii and New Mexico do not provide information to CPAverify.org, but each maintains its own public website with information on CPAs licensed there. The notice adds that many jurisdictions also offer their own look-up tools for CPA licenses and license status.

Good standing has a defined anchor. The notice points to the Commission's financial statement rules, which recognize only a CPA who is duly registered and in good standing under the laws of the place of residence or principal office. Under that approach, good standing tracks each jurisdiction's standard for keeping a license in active status.

The notice does not say that a CPA lookup satisfies the verification requirement of Rule 506(c). Issuers should not assume it does.

Credential Versus Wealth: The Capital Formation Question

The accredited investor definition has long used income and net worth as a proxy for the ability to evaluate risk and absorb loss. Rule 501(a)(10) introduced a different premise: demonstrated knowledge can stand in for money. The CPA notice tests how far the Commission will extend that premise.

The distinction that matters for anyone raising capital is this. A wealth test asks whether an investor can afford to lose the money. A credential test asks whether the investor can read the documents. Those are not the same question, and a CPA who audits manufacturers is not automatically better positioned to evaluate a seed-stage software company or a private credit fund.

What this means for capital formation

• The incremental pool is unknown. The SEC says it lacks data on how many CPAs already qualify on income or net worth, so no one can credibly size the new money.
• The investor profile shifts. A credential-based investor may carry a smaller balance sheet than a traditional accredited investor, which changes check sizes and concentration decisions.
• Distribution reach expands. Founders and fund managers with accountant-heavy networks could reach investors who are excluded today.

An order would expand who is eligible to invest. It would not guarantee more capital behind those checks.