This seems like a straightforward issue.
An accredited investor, in the context of a natural person, includes anyone who:
-earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR
-has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence).
From the PDF here (
https://www.sec.gov/files/ib_accreditedinvestors.pdf), it looks like retirement accounts do count towards the net worth qualification, so it's clear the $1M doesn't all have to be in forms which could be used for investments open only to accredited investors.
However, the specific complexity I'm trying to unravel is whether I'd be able to count illiquid equity stakes in privately held companies? And if they do count, how much or what type of documentation/reasoning would one need to support the valuation used?
In my personal case, one company has substantial cash flow, but has mostly grown organically and never had to raise equity from anyone other than the founders. A second had a significant equity investment at a valuation which would value my shares at more than enough to span the gap between the rest of my net worth and the minimum needed to qualify as an accredited investor, but the round was several years ago. A third has a lot of IP that we're arguing is quite valuable, but we're still negotiating with investors about what our actual pre-money valuation will be when they put their money in.
It seems like a long shot, but couldn't hurt to ask.