Investor Representation Certificate
(Accredited Investors)


Summary

This investor representation certificate template may be used in conjunction with a private offering made in reliance on Rule 506 of Regulation D under the Securities Act of 1933, as amended (Securities Act). This template includes practical guidance, drafting notes, and alternate clauses. The exemptions from registration provided by Rule 506 of Regulation D limit the type of investors that may participate in an offering relying on the exemption. Specifically, the exemption provided by Rule 506(b) allows an unlimited number of “accredited investors” (as defined in Rule 501(a) of Regulation D (17 C.F.R. § 230.501)), but limits non-accredited investors to 35. The exemption provided by Rule 506(c) requires that all purchasers are verified accredited investors The purpose of an investor questionnaire is to gather needed information on the investor, including the investor’s name, address and contact information, as well as the accredited status of the investor. Gathering such information is...