A Practical Guide to Accredited and Eligible Investor Rules in Canada

Key takeaways:

  • Accredited and eligible investors can access private investments that aren’t available to the general public.
  • Compared to eligible investors, accredited investors must meet higher income thresholds.
  • The criteria for accredited and eligible investors in Canada are outlined under National Instrument 45-106.
  • No official accredited investor status verification is required when purchasing a private investment.
  • Skyline offers institutional quality investment opportunities to both accredited and eligible investors.
  • Find answers to common questions about accredited and eligible investors in the FAQ section below.

The private investment space in Canada is a dynamic market which can offer attractive and rewarding opportunities. But unlike the public markets, access to these private investments is generally more limited. You may have heard terms like “accredited investor” or “eligible investor”—but what do they actually mean, and why do they matter?

Participation in most private offerings within Canada’s exempt market is governed by eligibility criteria established by Canadian regulators. These rules define the investment products you can access, how much you can invest, and the disclosures you’re entitled to, helping ensure investors are well-suited for these opportunities.

Whether you are seeking alternative investments for accredited investors or simply want to understand which investor category you qualify for, this guide is designed to help you assess your investor classification and how it relates to accessing private alternative investments.

What is the exempt market?

In Canada, the exempt market (EM) provides access to private investment opportunities offered outside the traditional prospectus system. These include real estate funds, private equity, venture capital, and other alternatives that can help investors diversify beyond stocks, bonds, and cash.

A man with is left hand in his pocket standing in front of a desk

How does an investor meet accredited investor eligibility in Canada?

For those who qualify, the benefits of being an accredited investor means access to private investments that are not available to the general public. In simple terms, an accredited investor is an entity or individual that meets certain income or asset requirements set by regulators, which allows them to invest in opportunities outside the stock market. These opportunities include private equity and real estate funds, offering access to higher-return and diversified strategies that differ from public markets. The Canadian Securities Administrators (CSA), under National Instrument 45-106 (NI 45-106), define accredited investors as individuals or entities who meet any one of the following criteria:

  • Income Test: Earned more than $200,000 in each of the last two years (or $300,000 combined with a spouse) and reasonably expects to maintain that level in the current year
  • Financial Asset Test: Holds more than $1,000,000 in financial assets (cash and securities), net of liabilities
  • Net Asset Test: Has net assets of at least $5,000,000 (alone or with a spouse)
  • Professional Registration Test: Is registered in Canada as a dealer or adviser

Accredited status also applies to certain entities:

  • Corporations, trusts, or partnerships with net assets of at least $5,000,000
  • Entities wholly owned by accredited investors, regardless if the owners of the interests in the entity are direct, indirect, or beneficial

While rules are set nationally, they are enforced at the provincial level, meaning there may be minor administrative variations but the core criteria remain the same across Canada.

Please note, this is not an exhaustive list—additional thresholds for accreditation exist under NI 45-106 and may apply to both individuals and entities.

What are eligible investor qualifications in Canada?

In Canada, an eligible investor is defined under NI 45-106. Eligible investors rank just below accredited investors on the investor ladder, giving them access to many exempt market opportunities—but with lower financial thresholds. This makes the exempt market more accessible while still ensuring investors meet certain safeguards.

You may qualify as an eligible investor if you meet any one of the following criteria:

  • Net income before taxes exceeded $75,000 in each of the two most recent calendar years, with reasonable expectations to exceed that income level in the current year
  • Have a combined net income before taxes with a spouse exceeding $125,000 in each of the two most recent calendar years, with reasonable expectations to exceed that income level in the current year
  • Individually, or together with a spouse, have at least $400,000 in net assets
  • Have obtained investment suitability advice from a registered investment dealer, exempt market dealer, or portfolio manager confirming the investment is appropriate for you

Eligible investor status may extend to corporations, trusts, or partnerships if they are majority owned, controlled, or directed by individuals who are themselves eligible investors.

Accredited Investor Eligible Investor
Qualification Meets specified income/net worth thresholds Meets specified income/net worth or other criteria
Type of investment Can invest in any exempt market offering Can invest in exempt market offerings using the OM exemption
Investment maximums (per year) No limit $30,000 or up to $100,000 with suitability advice from a registered dealer (only applicable to some provinces)
Documentation requirements Subscription agreement and accredited investor certificate Offering Memorandum and risk acknowledgement

Offering Memorandum requirement for eligible investors

If you’re investing as an eligible investor, securities regulators require you to receive and review an Offering Memorandum (OM) for the private investment you’re considering. Think of the OM as a detailed guidebook: it explains the investment, outlines potential risks, fees, and redemption policies, and provides financial statements so you have a full picture before investing.

For accredited investors, an OM is not required by regulators. However, some issuers may still choose to provide one to promote transparency. In those cases, the OM acts as a disclosure document and legal record but is not a contract and does not guarantee future results.

Why accredited and eligible investors choose private alternative investments like Skyline

In today’s environment, both accredited and eligible investors are showing strong demand for private real estate investment trusts (REITs) and renewable infrastructure funds. These private opportunities allow investors to diversify beyond public markets while aiming for stable income and enhanced returns. By offering benefits that traditional public market investments often cannot, private investments can fill the gap by offering:

  • Steady compounding income and appreciation over long-term time horizons
  • Performance is anchored in tangible fundamentals, like real estate assets and essential infrastructure, helping stabilize portfolios and reduce public market volatility
  • Portfolio resilience through hard-asset backing while benefiting from megatrends like decarbonization, electrification, and population growth

If you’re an accredited or eligible investor looking to explore the exempt market—or want clarity on your eligibility status, private alternative investments like Skyline’s four offerings can provide you a practical way to diversify your portfolio. With access to tangible, future-focused assets, these investments can help you to reach your long-term goals.

Ready to get started? Discover which Skyline investment opportunity aligns with your investment status and goals:

 

Accredited and eligible investors FAQs

What are the accredited investor qualifications in Canada?

As regulated by the Canadian Securities Administrators (CSA) under National Instrument 45-106 (NI 45-106), accredited investors in Canada are able to access certain private investments that are not available to the general public. To be an accredited investor in Canada, you need to meet certain income and asset requirements set by regulators. Specifically, you’ll have to satisfy any one of the following criteria:

  • Income test: Earned more than $200,000 in each of the last two years (or a combined $300,000 combined with a spouse) and reasonably expect to maintain that earning level in the current year
  • Financial asset test: Hold more than $1,000,000 in financial assets (cash and securities), net of any liabilities
  • Net asset test: Have net assets of at least $5,000,000 either alone or with a spouse
  • Professional registration test: Registered in Canada as a dealer or adviser

Certain entities, like trusts, partnerships, and corporations, can also meet accredited investor rules in Canada as long as they satisfy the minimum net assets requirement of at least $5,000,000 or if they are entities that are wholly owned by accredited investors, regardless if the owners of the interests in the entity are direct, indirect, or beneficial.

It’s important to note that the above is not an exhaustive list. Speak to your trusted financial advisor about any additional thresholds or requirements that exist under NI 45-106 and may apply to your specific financial profile.

What are the eligible investor qualifications in Canada? 

As regulated by the Canadian Securities Administrators (CSA) under National Instrument 45-106 (NI 45-106), to be an eligible investor in Canada you need to meet certain income and asset requirements set by applicable regulators. Eligible investors in Canada are able to access many private investments that are not available to the general public, but at lower thresholds than accredited investors. Eligible investors have to meet any one of the following criteria:

  • Net income before taxes exceeded $75,000 in each of the two most recent calendar years and there is a reasonable expectation that you will exceed that income level in the current year
  • You and your spouse have a combined net income before taxes exceeding $125,000 in each of the two most recent calendar years and there is the reasonable expectation that you will exceed that income level in the current year
  • Have more than $400,000 in net assets, either individually or with your spouse
  • In select jurisdictions, obtained investment suitability advice from a registered investment dealer, exempt market dealer, or portfolio manager, confirming that the investment is appropriate for you

Certain entities, like trusts, partnerships, and corporations, can also satisfy eligible investor rules in Canada as long as they are majority owned, controlled, or directed by individuals that are also eligible investors.

It’s important to note that the above is not an exhaustive list. Speak to your trusted financial advisor about any additional thresholds or requirements that exist under NI 45-106 and may apply to your specific financial profile.

What is the difference between accredited and eligible investors in Canada?

The biggest differences between accredited and eligible investors in Canada are the investor income and asset thresholds, the amount that can be invested each year, and the documentation requirements investors have to meet.

Criteria Accredited Investors Eligible Investors
Income threshold
(over last two years)
$200,000 individual1
$300,000 with spouse1
$75,000 individual2
$125,000 with spouse2
Financial assets
(cash and securities)
$1,000,000 net of liabilities N/A
Net assets $5,000,000 (individual or with spouse) $400,000 (individual or with spouse)
Annual investment maximum No limit $30,000 or up to $100,000 with suitability advice from registered dealer3
Documentation requirements Subscription agreement and accredited investor certificate Offering Memorandum and risk acknowledgement

1Reasonable expectation of income maintaining the same level in the current year
2Reasonable expectation of income increasing in the current year
3Dependent on where you live; only applicable to certain provinces

What is the eligible investor income threshold in Canada?

The income threshold that eligible investors must meet is $75,000 for an individual and $125,000 combined with a spouse, in each of the last two years. In both cases, there needs to be a reasonable expectation that these income levels will increase in the current year.

What is the accredited investor income threshold in Canada?

The income threshold that accredited investors must meet is $200,000 individually or $300,000 combined with a spouse, in each of the last two years. In both cases, there needs to be a reasonable expectation that these income levels will be maintained in the current year.

How do you verify accredited and eligible investor status in Canada?

To verify your accredited or eligible investor status, you will need to work directly with applicable qualified investment professionals, such as registered issuers or Exempt Market Dealers (EMDs), as there is no regulatory body that oversees the verification process. Before an investment platform or an issuer can allow you to participate in their exempt market offerings, they must confirm you meet the requirements for either status as set out by the Canadian Securities Administrators (CSA) under National Instrument 45-106 (NI 45-106).

Depending on the type of investment and the investment professionals you are working with, you may be asked for some or all of the following documentation as part of the verification process to prove that you meet the applicable eligibility criteria:

  • Recent tax returns
  • Investment account statements
  • Bank and mortgage statements
  • Property assessments for any real estate holdings
  • Letter from registered accountant or lawyer confirming financial status

What investments can accredited investors buy in Canada?

Accredited investors can purchase exempt market (EM) investment products that are not available to the general public. These can include:

  • Stake in early-stage private companies, either via private placements or angel investing
  • Hedge funds and venture capital
  • Private equity real estate, often via real estate investment trusts (REITs)
  • Mortgage investment corporations
  • Other alternative investments, like renewable infrastructure and private credit

Regardless of the type of EM product you are interested in purchasing, you need to make sure you understand the full risk-return profile, the required minimums to invest, and the liquidity terms of the investment. Work with a trusted financial or investment advisor to determine the best EM investment products for your portfolio, risk profile, and financial goals. And contact us to learn more about Skyline’s full suite of investment products, which are all open to accredited investors.

What investments can eligible investors buy in Canada?

Eligible investors may be able to purchase the same exempt market (EM) investment products that accredited investors can as long as an Offering Memorandum (OM) is provided by the issuer for those products. An OM is a disclosure document that:

  • Acts as a legal record, but doesn’t guarantee any future results
  • Explains the investment
  • Reviews any potential risks, fees, and redemption policies
  • Provides financial statements

While OMs are not required for accredited investors, issuers may provide one to promote transparency.

Eligible investors should also note that depending on where you live, there may be a limit to the amount you’re allowed to invest in a year. For example, in select provinces, eligible investors can only invest $30,000 per year, or up to $100,000 with suitability advice from a portfolio manager, investment dealer, or exempt market dealer. To learn more about Skyline’s investment eligibility, contact us and our Relationship Managers will be able to walk you through the requirements and available investment opportunities.

What is the exempt market in Canada?

The exempt market (EM) in Canada provides access to private investment opportunities outside of the traditional prospectus system, such as real estate funds, private equity, venture capital, and other alternatives. Instead of being sold on traditional public exchanges, EM opportunities are sold via registered dealers to investors that meet specific eligibility criteria. Skyline offers a range of EM investment products—contact us today to find out if these exclusive opportunities are suited for your financial goals and portfolio.

What are private investments?

Private investments are assets that are not traded or listed on public stock exchanges and are regulated by the exempt market (EM). They can include private equity, venture capital, private debt or credit, private real estate investment trusts (REITs), renewable infrastructure funds, and hedge funds. In Canada, the EM regulatory framework dictates disclosure duties and who is qualified to sell and purchase private investments.