Rule 506(c) Accredited Investor Representation Letter

Summary

This template representation letter may be delivered by a prospective investor to assist with an issuer's verification of the investor's status as an "accredited investor" for a Rule 506(c) securities offering. This template includes practical guidance and drafting notes. In a securities offering relying on Rule 506(c) (17 C.F.R. § 230.506(c)) under the Securities Act of 1933, as amended (Securities Act), an issuer must take "reasonable steps" to verify that each investor participating in the offering is an accredited investor as defined in Rule 501(a) (17 C.F.R. § 230.501(a)) under the Securities Act. The purpose of this letter (along with the accompanying supporting documentation) is to assist the issuer with complying with this requirement. The issuer (or its placement agent) should complete all of the relevant bracketed information in this template and send it, along with a cover letter, to investors for them to complete and return. For a template cover letter, see Cover Letter to ...