AICPA Backs SEC Proposal to Make Licensed CPAs Accredited Investors

The AICPA backs the SEC’s plan to let licensed CPAs in good standing invest in private funding rounds as accredited investors, in a comment letter filed ahead of the December 4 deadline.

The SEC has not proposed a rule. It issued a notice on September 30, 2026 (Release No. 33-11446, File No. 4-932) saying it is considering designating a US CPA licence as a qualifying credential under Rule 501(a)(10) of Regulation D. The notice appeared in the Federal Register on October 5.

Accredited status decides who can buy unregistered securities in private offerings. The National Association of State Boards of Accountancy estimates there are more than 650,000 CPAs, according to the notice, so the change would affect a large share of the profession. The AICPA funding argument is that a licence should count as proof of financial sophistication, as wealth does today.

AICPA funding push: what the SEC notice says

The Commission wrote that it believes “holding a CPA license in good standing would satisfy the standard in Rule 501(a)(10).” It also asked “whether such designation could raise investor protection concerns unique to persons” who would qualify.

Good standing means the CPA is duly registered under the laws of their residence or principal office, according to a Morrison Foerster client alert. Inactive or suspended licences would not qualify. Status can be checked through CPAverify.org and state lookup tools.

The designation would apply to the individual only. A CPA could not use it to buy securities on behalf of anyone else.

The same September 30 action covers other credentials. They are the CFA charter, the CFP certification, FINRA Series 79, 86 and 87 licences, and a new FINRA accredited investor exam that anyone aged 18 or over could take.

Morrison Foerster noted that these are “notices of potential designations, not proposed rule amendments.” After the comment period closes, the Commission would issue an order. It has set no date for that.

How CPAs fit beside the 2020 accredited investor tests

Individuals now qualify in three ways. They can have income above $200,000 in each of the two most recent years, or $300,000 jointly with a spouse. They can have a net worth above $1 million, excluding the primary residence. Or they can hold one of the credentials the SEC added in 2020.

Those 2020 additions, made in Release No. 33-10824 on August 26, 2020, were the Series 7, Series 65 and Series 82 licences. They remain the only credential-based designations under Rule 501(a)(10). The CPA licence would be the first outside the securities industry’s own licensing regime.

The SEC expects the effect to be limited. Morrison Foerster quotes the Commission as saying the effects “may be modest,” because many credential holders already qualify on income or net worth. Others may have little capital to invest.

The Commission also expects issuers to benefit from lower verification costs and wider capital formation. An issuer could check a licence database instead of reviewing a person’s tax returns or bank statements. Startups raising early rounds, including those listed in Accountio’s series funding index, would gain a wider pool of eligible individual investors.

The AICPA funding case for CPA sophistication

The AICPA’s comment letter was written by Susan Coffey, its CEO of public accounting. It lists the work CPAs do that bears on investment decisions: financial statement audits, corporate disclosures, internal controls and business valuation.

“A licensed CPA has demonstrated a substantial understanding of financial reporting, accounting principles, risk assessment, and business operations.”

Susan Coffey, CEO of Public Accounting, AICPA

Coffey added that “in many cases, a CPA may possess a greater ability to analyze complex financial information than an individual who qualifies solely because of net worth or income.” Recognising CPAs, she wrote, would align the framework with its purpose of “identifying individuals capable of making informed investment decisions.”

On investor protection, the AICPA points to state board oversight, professional ethics requirements and continuing professional education. Practices already log that training, and a CPE tracker is one way firms keep the record current.

The AICPA funding position is not the only supportive filing. A commenter named Kevin Bzdek told the SEC in File No. 4-932 that he supports adopting the CPA designation, provided the credential stays active.

The counterargument on AICPA funding and sophistication

The objection is that a CPA licence tests accounting, not investing. A CPA who spends a career in tax compliance or audit may never have priced an illiquid security or judged a founder’s projections. Wealth tests at least measure the ability to absorb a loss.

The SEC has framed its own standard narrowly. A credential qualifies, the Commission says, if it reliably demonstrates securities and investing comprehension, can be verified and is held in good standing. That is a higher bar than “understands financial statements,” and the notice’s question about investor protection concerns “unique to persons” who would qualify shows the Commission has not settled it.

The AICPA funding argument answers part of this. Private offerings come with disclosure documents, and reading them is a CPA skill. It does not address concentration risk, liquidity or valuation of early-stage companies, which the AICPA letter does not discuss.

Verification raises a second issue. Morrison Foerster notes that “good standing” is a continuing condition and that its meaning differs by credential. Issuers would need to confirm status at the time of sale. Some may respond with institutional-only offerings or minimum investment amounts that keep individual CPAs out regardless of the SEC’s decision.

What AICPA funding rules mean for firms

Nothing changes today. Until the Commission issues an order, an individual cannot be treated as accredited on the strength of a CPA licence alone. Firms advising clients on private raises should keep running the income and net worth tests.

Partners and finance directors who invest in client or local startups would be the first to notice a change. So would practices that sell advisory services to founders, who would see more individual CPAs eligible to join a round.

The question is separate from the institute’s other policy work, which includes its AI tax risk group. This is the AICPA’s case on who should count as sophisticated enough to invest.

The SEC accepts comments on File No. 4-932 until December 4, 2026. The CPA, CFA and CFP notices each carry their own file number, and the FINRA exam is File No. 4-931. The Commission has said nothing yet on when it will rule.