$100 Exam Could Open Private Markets to Retail

TL;DR: The SEC has asked for public comment on whether passing an exam should make you an accredited investor. I want to walk through what is actually on the table, because most of the coverage has run ahead of the paperwork.

What did the SEC actually propose?

An SEC notice published in the Federal Register on October 5 asks whether passing an accredited-investor examination developed by FINRA should qualify natural persons for accredited status, according to ACTA DIURNA's summary of SEC Release 33-11445. Comments are due December 4 under File 4-931.

That is a request for comment. Nothing is adopted. I would not plan around it yet, because the exam's price, its content and even its existence can change between now and whenever the SEC finishes reading what the public sends in.

The details come from the meeting where the idea was discussed. Per CNBC, the test would be modeled on an existing FINRA assessment for securities industry professionals, a roughly 75-question multiple-choice exam with a two-hour time limit. Anyone 18 or older could take it.

How does the exam route compare with today's tests?

Today you qualify on money or on credentials. The exam would add a third door that depends on knowledge. The table below sets the routes side by side, using figures from CNBC.

Route	What it takes	Status
Income	$200,000 individually, or $300,000 for married couples, in each of the prior two years	Current rule
Net worth	At least $1 million, not counting your primary residence	Current rule
License	Series 7, 65 or 82 in good standing, among other qualifiers	Current rule
Exam	About 75 questions, two hours, likely about $100, valid 10 years	Proposed, open for comment

Look at the cost. The exam fee is trivial next to a $1 million balance sheet, which is the whole point: what it asks for instead is that you actually know how private deals fail, and that is a harder bar than writing a check for a hundred dollars.

What would be on the test?

Investment risks would carry the most weight, at 20% to 28% of the test, according to BeInCrypto. The test would be taken in person only.

I think that weighting is the right instinct. Retail investors get hurt on risk. The pitch deck sells upside, while the fee stack, the lockup and the sponsor are where the downside lives, and I have written about that in Why Democratized Private Markets Can Hurt Retail Investors.

Why now, and who wants it?

The timing is tied to money. Benjamin Schiffrin, a securities policy director quoted in the BeInCrypto coverage, said in a statement that funds need retail savings "as institutional investors increasingly pull back from private markets." That is an advocate's framing, and I would read it as the funds' interest, not yours.

The SEC's own commissioner sounded mildly supportive. Commissioner Hester Peirce wrote on September 30: "I'm not a fan of accredited investor gating, but at least we're proposing to nudge the gate open a bit." Not everyone agrees. Noah Damsky of Marina Wealth Advisors called the exam idea "horrible" in comments to Financial Planning, as BeInCrypto reported.

For scale, a 2025 SEC-sponsored study found 12.6% of the population qualified as accredited under current rules, per Business Insider. That is today's pool.

What does a passing grade not change?

Qualifying is only the first step. The deal still has to fit an exemption, and the structure of the offering decides how it is sold. Under Rule 506(b), issuers cannot generally solicit, and under Rule 506(c) they can advertise but must verify that every purchaser is accredited, per the ACTA DIURNA summary. The SEC's private-placement bulletin warns about limited disclosure, illiquidity and the possibility of total loss, the same summary notes.

A test result does not make an illiquid deal liquid. If you want the liquidity side of this, read The SEC Wants to Open Private Markets to Retail Investors. The Liquidity Problem Is Already Showing Up. For the legislative track, see The INVEST Act.

Common mistakes

The first mistake is treating a proposal as a rule. If you are not accredited today, you are not accredited because of this notice. Sponsors who tell you otherwise are ahead of the SEC.

The second is assuming the exam means safer. Passing a test shows you know the vocabulary. It does not vet a sponsor for you.

The third is skipping the comment period, which is open until December 4 and is the one stage where your view reaches the people who will set the exam's price and content before anything is adopted.

FAQ

Can I take the accredited investor exam now? No. The SEC has only asked for public comment on whether to recognize one. Comments are due December 4, and nothing has been adopted.

How much would the exam cost? Likely about $100, matching FINRA's entry-level broker exam, according to CNBC. Business Insider puts the comparable SIE exam fee at $100.50.

How long would a passing score last? Ten years, per CNBC. After that you would retake the test or qualify another way.

Does the exam replace the income and net worth tests? The sources describe it as an added route. Current tests and license qualifiers remain in the definition.

What to do before December 4

I will track the comment record and what the SEC does with it, and I will put the result in the free AIN briefing as soon as it moves.

Educational content only. Not investment, tax, or legal advice. Not an offer or solicitation to buy or sell securities. Past performance does not guarantee future results. Private-market investments are illiquid and involve risk of loss, including total loss of capital. Consult qualified advisers. Angel Investors Network is not a broker-dealer or investment adviser.