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We graded all 50 states on how easy it is for everyday Americans to invest in the businesses in their own communities. Only six passed.

Is your state missing valuable opportunities?

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Federal law bars most Americans from investing in private companies unless they’re already wealthy — no matter how well they know the business. Every state adds its own rules on top, and fifteen states make it harder still.

The survey

Find your state

Every state was graded on one question: how hard is it for an ordinary person of modest means to invest in a private business here — and is anything encouraging them to try?

Select any state for its ranking and the specific fix.

  • Better than federal law — 6 states
  • No better than federal law — 29 states
  • Worse than federal law — 15 states

Yellow is not a failing grade — it’s where most of the winnable work is. Twenty-nine states track federal law and simply stop there. Nothing needs to be undone in them. Something needs to be added.

How to read this These tiers reflect ICAN’s judgment about access-relevant features of each state’s securities laws — not an exhaustive or objective ranking. They compare selected legal features, chiefly whether a state gives an ordinary investor a working alternative to the federal wealth-or-sophistication test. Other routes, including count-based limited offerings and federal Regulation Crowdfunding, may also permit participation, so a yellow or red tier does not mean ordinary investors have no way in. Reasonable analysts could weigh these features differently and reach different tiers. Select a state for the detail behind its rating.

States are shown as equal squares in approximate position, so Rhode Island is as easy to find as Texas.

Select a state to see its ranking, the reasoning behind it, and a link to the governing law.

Every state

All fifty, in full

Each state’s ranking, the reasoning, and a link to the governing law.

Alabama

Worse than federal law

Alabama's limited-offering exemption is frozen to federal Regulation D as it read in 1982, so none of the SEC's 2020 categories — the ones that admit people on professional credentials rather than wealth — reach it. A credentialed professional who's accredited federally may not be in Alabama. Updating the reference is the fix.

Full legal detail

Limited offering exemption incorporates Regulation D as effective April 15, 1982, so none of the 2020 categories reach it. A non-accredited investor can still buy on a suitability finding (presumed if under 20% of net worth) plus knowledge and experience, roughly federal 506(b). The tax code uses the term without defining it. Crowdfunding: Yes; NASAA lists Alabama as having an intrastate crowdfunding exemption. Limited-offering access: Ala. Code § 8-6-11(a)(9) permits an issuer sale to no more than 10 purchasers (subject to investment-intent, solicitation/commission and other conditions) without an accredited-investor, suitability, or financial-sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Alaska

No better than federal law

So close. Alaska lets a business admit anyone it reasonably believes has the knowledge to evaluate a deal — a real alternative to a wealth test — but the exemption's dollar ceiling is still pinned to an old federal rule (Rule 505) the SEC repealed in 2017. Modernizing that one reference would move Alaska into the top tier.

Full legal detail

Three routes in — accredited investors, permitted Alaska purchasers, or anyone the issuer reasonably believes has the knowledge and experience to evaluate the deal. That alone would be green. Bumped down because the exemption's $1M ceiling rests on Rule 505 as adopted October 1, 1999 and the SEC rescinded Rule 505 in 2017, leaving the structure built on a federal rule that no longer exists. Crowdfunding: Yes. Limited-offering access: Alaska's current exemptions under AS 45.55.900(b)(5) include a 10-person route and a broader 25-person route; the small-number route does not impose an accredited-investor, suitability, or sophistication test (other conditions apply). Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Arizona

No better than federal law

Arizona offers a non-accredited route, but the sale has to run through a registered dealer who isn't the business itself. That middleman cost tends to price out exactly the small, local deals the exemption is meant to reach. Removing the dealer bottleneck would open the door wider.

Full legal detail

A non-accredited purchaser can qualify under the Rule 504 exemption on a dealer's suitability belief rather than on wealth, which would be green. Bumped down because the sale must be made through a registered dealer who is not the issuer — a gatekeeping cost that prices out the small local deals this is supposed to reach. Crowdfunding: Yes; A.R.S. § 44-1844(A)(22) expressly covers intrastate offerings, including crowdfunding. Limited-offering access: under § 44-1844(A)(21), a non-accredited purchaser must qualify as a sophisticated purchaser (alone or with a purchaser representative), and the selling dealer must make purchaser-suitability determinations after reasonable inquiry. Access result: the limited-offering route retains investor-qualification/suitability gates; crowdfunding supplies the principal retail-access route.

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Arkansas

Worse than federal law

Arkansas carries two frozen dates — its securities exemption pinned to 2017 and its venture credit pinned to 2013 — pointing at outdated federal rules. A credentialed professional accredited under current federal law isn't accredited in Arkansas and can't claim the credit.

Full legal detail

Two vintage locks: the securities exemption pinned to January 1, 2017 and the venture capital credit pinned to January 1, 2013, pointing at a different federal rule (Rule 215). A credentialed professional who is accredited under federal law is not accredited in Arkansas and cannot claim the credit. Crowdfunding: Yes; Arkansas adopted the Invest Arkansas Exemption Act. Limited-offering access: Ark. Code § 23-42-504(a)(9) permits a limited issuer offering to up to 35 purchasers (subject to investment-intent, compensation and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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California

Better than federal law

The most open door in the country. Under Corporations Code §25102(f), an everyday investor can join a private offering simply by having a genuine, pre-existing relationship with the business — no wealth test, and none of the sophistication paperwork federal Rule 506(b) demands. A person of modest means gets in on who they know, not on what they own.

Full legal detail

Cal. Corp. Code § 25102(f) admits up to 35 non-accredited investors on a pre-existing business or personal relationship with the issuer, or in the alternative a showing of sophistication — and expressly does not require the disclosure or the sophistication qualification that federal Rule 506(b) demands. The most permissive route in the survey for an investor without wealth. No state credit. Crowdfunding: Yes; Corp. Code § 25102(r) is California's crowdfunding exemption. Limited-offering access: § 25102(f) permits up to 35 unqualified purchasers if each purchaser either has a preexisting personal/business relationship with the issuer (or specified affiliates) or, alone or with a purchaser representative, has sufficient business/financial experience. Access result: a non-accredited purchaser can qualify through the relationship alternative without an issuer suitability finding or an independent sophistication showing.

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Colorado

No better than federal law

Colorado's rules track the federal definition cleanly, with no frozen dates — a solid foundation. But it doesn't yet give an everyday investor a route in that beats federal law, and no state credit reaches modest-means investors. Well-positioned to lead with one more step.

Full legal detail

Definition tracks federal across three regimes with no freeze dates — Model Accredited Investor Exemption, Crowdfunding Act, and a 2024 real estate subdivision provision. Standard structure; nothing better than federal for a non-accredited investor and no credit. Crowdfunding: Yes. Limited-offering access: C.R.S. § 11-51-308(1)(j) provides a small-offering exemption (offers directed to no more than 20 persons and sales to no more than 10 buyers, subject to other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Connecticut

No better than federal law

Connecticut offers a healthy investment tax credit (25%, more for cannabis ventures) — but you have to be an accredited, i.e. wealthy, investor to claim it. The incentive never reaches the everyday investor it could most help. Opening the credit beyond accredited status would change that.

Full legal detail

A 25% credit, 40% for cannabis businesses, transferable and capped at $500,000 per investor — but it requires accredited status, so it does not reach an investor of modest means. Definition tracks federal, though the credit says only "as defined by the SEC" with no rule citation. Crowdfunding: No dedicated Connecticut state crowdfunding exemption was identified in the current regulator materials/NASAA directory reviewed. Limited-offering access: Conn. Gen. Stat. § 36b-21(b)(15) permits an issuer transaction to no more than 10 purchasers (subject to solicitation/commission and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Delaware

No better than federal law

Delaware gives accredited (wealthy) investors strong advantages — a registration exemption, general solicitation, resale channels — but none of it reaches a non-accredited investor. The benefits are real; they just stop at the wealth line.

Full legal detail

Strong accredited-investor benefits, all dynamic: full registration exemption, general solicitation permitted, a resale channel. None of it reaches a non-accredited investor, and the institutional buyer rule excludes self-directed plans directed by wealth-qualified investors. No credit. Crowdfunding: Yes; 6 Del. C. § 73-207(b)(15) provides a state crowdfunding exemption. Limited-offering access: § 73-207(b)(9) permits an issuer to direct an offering to no more than 25 noninstitutional persons in a 12-month period (subject to investment-intent and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Florida

No better than federal law

Florida has the broadest set of investor benefits in the survey — registration exemptions, purchaser-count exclusions, cap waivers — but every one of them is keyed to accredited (wealthy) status. Nothing in the package does better than federal law for someone without wealth.

Full legal detail

The broadest benefit set in the survey — full registration exemption, exclusion from the 35-purchaser count, cap waivers under two crowdfunding exemptions, demo-day attendance, viatical transfer — all of it keyed to accredited status. The statute tethers the agency to Rule 501 as amended. Nothing better than federal for someone without wealth. Crowdfunding: Yes. Limited-offering access: Fla. Stat. § 517.061(10)(a) permits sales to no more than 35 purchasers, subject to no general solicitation and disclosure/access-to-information conditions, but does not impose an accredited-investor, suitability, or purchaser-sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Georgia

No better than federal law

Georgia's rule still reads like a top-tier route — an everyday investor qualifies if the deal is simply suitable for them — but the exemption's federal on-ramp was Rule 505, which the SEC repealed in 2017. With its gateway gone, the suitability route has no live federal vehicle to run on. Re-anchoring it to Rule 504 would restore Georgia to the top tier.

Full legal detail

Reclassified Green→Yellow. Georgia's ULOE (Ga. Comp. R. & Regs. 590-4-2-.03) admits a non-accredited purchaser on a suitability finding (presumed under 10% of net worth) as an alternative to sophistication — an affirmative softening on paper. But the exemption's opening federal gateway is Rule 505, which the SEC repealed effective 2017, and no independent Rule 504 or intrastate branch is named to carry the route. Without a live federal vehicle, the suitability alternative cannot operate, so it no longer qualifies for the top tier. The distinction from the green states — Indiana in particular — is precisely the presence of a live 504/intrastate hook. Crowdfunding: Yes. Access result: the on-paper suitability alternative lacks a live federal pairing; ordinary access runs through crowdfunding and count-based routes. The 35% state credit remains gated to accredited status. Fix: re-anchor the ULOE to Rule 504.

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Hawaii

No better than federal law

Hawaii points cleanly to the current federal definition, but scopes it so narrowly that the state's own 25-purchaser exemption is left with nothing to define the term — and there's no crowdfunding route or credit. A drafting fix would help.

Full legal detail

Pinpoints Rule 501(a) with no vintage language, but scopes the definition to the single paragraph containing the accredited-investor exemption, leaving the 25-purchaser exemption with nothing to define the term. No general-solicitation machinery and no credit. Crowdfunding: No dedicated Hawaii state crowdfunding exemption was identified in the current statute/regulator materials and NASAA directory reviewed. Limited-offering access: HRS § 485A-202(a)(13) permits an issuer transaction involving no more than 25 purchasers during 12 months (subject to investment-intent, solicitation and compensation conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Idaho

Worse than federal law

Idaho has no accredited-investor exemption at all — its securities act never uses the term, and relief runs through 'institutional investor' instead. An ordinary person has no clear state route in and no incentive. Adding a modern definition and a retail route would be a major step.

Full legal detail

No accredited-investor exemption at all. The securities act never uses the term; the limited offering exemption caps purchasers at ten and investor-status relief runs through "institutional investor" instead. A person of modest means has no state route in and no incentive. The only Rule 501 citation sits in the insurance code. Crowdfunding: Yes. Limited-offering access: Idaho's Ten-or-Fewer Purchasers exemption under Idaho Code § 30-14-202(14)(a) permits up to 10 purchasers in 12 months, subject to investment-intent, solicitation/commission and other conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Illinois

No better than federal law

Illinois has genuinely smart structural design: accredited money is kept out of the offering cap so it can't crowd out small investors, and its definition auto-updates with federal law — the cleanest drafting in the survey. What holds it just short of the top tier is that these advantages protect room in the deal rather than giving an everyday investor an easier way to qualify than federal law does.

Full legal detail

[Tier changed Green→Yellow for the access-based map; legal facts unchanged.] Accredited purchases are excluded from the offering ceiling entirely, so accredited money does not consume the issuer's cap and crowd out small investors — federal Reg CF counts every dollar against the limit. Also treats an entity as institutional at 90% accredited ownership where federal Rule 501(a)(8) requires 100%. Definition adopted "as amended and in effect from time to time," the cleanest drafting in the survey. Crowdfunding: Yes; Illinois also has an express crowdfunding exemption in § 4(T). Limited-offering access: 815 ILCS 5/4(G)(1) permits qualifying offerings with no more than 35 sales (or within the alternative aggregate-offering cap), subject to solicitation/commission and other conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Indiana

Better than federal law

Indiana lets a non-accredited investor qualify on a suitability finding — the deal being right for them — as an alternative to the sophistication showing federal law demands, and it's tied to a live federal small-offering route (Rule 504). That combination gives an ordinary Hoosier a real, working way in without a wealth test.

Full legal detail

Green basis: the Indiana Uniform Limited Offering Exemption (710 IAC 4-2-4) permits a non-accredited purchaser on either suitability or financial sophistication, keyed to federal Rule 504 (historically 504 or 505). Rule 505's 2017 repeal does not defeat the exemption because the independent Rule 504 branch remains live and non-preempted, so the suitability alternative continues to ride a working federal vehicle. The definition incorporates Rule 501(a) with no vintage-freezing language. Crowdfunding: Yes. Access result: a non-accredited purchaser can qualify on a suitability finding — an alternative to sophistication — on a live 504-keyed route. (Reclassified Yellow→Green: the earlier access read rested on the separate 25-purchaser count route in Ind. Code § 23-19-2-2(14), which is no-test count access and not a softening; the ULOE suitability route is the operative green basis.)

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Iowa

Worse than federal law

Iowa uses the term 'accredited investor' in its crowdfunding cap but never defines it, and its 35-purchaser exemption excepts only institutions. Its one benefit is doubly conditioned and still counts against the cap. The gaps are fixable with clear drafting.

Full legal detail

The term is used once, in the crowdfunding cap, with nothing defining it. No accredited-investor exemption — the 35-purchaser exemption excepts only institutional investors. The one benefit is doubly conditioned: the cap lifts only for an accredited investor who resides in Iowa, and those purchases still count against the aggregate. Crowdfunding: Yes. Limited-offering access: Iowa Code § 502.202(14) permits no more than 35 Iowa purchasers other than specified institutional purchasers (subject to solicitation, compensation, investment-intent and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Kansas

Worse than federal law

Kansas offers the largest angel credit in the country (50%) — but pins the federal definition to 2004 and narrows it further, excluding the credential-based categories added since. The biggest incentive in the nation is attached to the oldest definition. Modernizing the reference would unlock it.

Full legal detail

The 50% angel credit, the largest in the survey, pins Rule 501(a) to July 1, 2004 and narrows further to natural persons and pass-through owners while excluding insiders of the investee business. The biggest incentive in the country attached to the oldest definition. Crowdfunding: Yes. Limited-offering access: K.S.A. § 17-12a202(14) permits a limited offering to no more than 25 Kansas purchasers during 12 months (subject to solicitation, compensation, investment-intent and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Kentucky

Better than federal law

Kentucky lets an ordinary investor into a local offering through a family relationship with someone running the business that gives them real access to the facts — an alternative to proving wealth or financial sophistication. Because the exemption stands on its own and pairs with a live federal small-offering route, it's a working door, not a paper one.

Full legal detail

Green basis: KRS 292.410(1)(i)3.a qualifies a non-accredited, unsophisticated purchaser who has access to all material facts by reason of active involvement in, or a family relationship with a person actively involved in, the issuer's organization or management. Paragraph 3 is disjunctive ("satisfies one of the following"), and 3.a offers the relationship-access path as an alternative to sophistication. The exemption is freestanding — no repealed Rule 505 or preempted Rule 506 gateway is built in — so it pairs with a live Rule 504 offering. Read literally, 3.b caps at 15 the purchasers described in 3.a plus unlimited accredited investors, confirming the relationship purchasers are permitted. Crowdfunding: Yes; KRS 292.411 is the intrastate crowdfunding exemption. Access result: a non-accredited purchaser can qualify through a family-relationship/access alternative, not only through sophistication. (Reclassified Yellow→Green: the earlier read saw only the count route in 292.410(1)(i); the 3.a relationship-access route is the operative green basis. Provision untouched since 2010; confirm no superseding commissioner order on standard citator review.)

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Louisiana

Worse than federal law

Louisiana's angel-credit rule cites the federal definition and then restates old net-worth and income thresholds that no longer match federal law — and the restatement is what an applicant actually reads. Aligning the numbers to current federal law is the fix.

Full legal detail

The angel credit rule cites Rule 501 and then restates net worth and income thresholds that do not match current federal law. Where the two disagree, the restatement is what an applicant reads. Crowdfunding: No dedicated Louisiana state crowdfunding exemption was identified in the current regulator materials/NASAA directory reviewed. Limited-offering access: La. Admin. Code tit. 10, § XIII-705 permits up to 35 purchasers without an express state-law accredited-investor, suitability, or sophistication test, but the exemption expressly requires compliance with Securities Act § 4(a)(2) (formerly § 4(2)). Access result: the state rule itself adds no suitability test, but it imports the federal private-offering condition; conservatively, this is not treated as a state access advantage over the federal baseline.

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Maine

Worse than federal law

Maine incorporates the federal definition 'as it existed in 2013,' freezing out the credential-based categories added since 2020. Professionals accredited federally today fall outside Maine's version. Updating the year would fix it.

Full legal detail

Rule 501 incorporated "as it existed in 2013" in the short-form registration statute, where accredited status lifts a $5,000 per-investor cap. No unified statutory definition. Credentialed professionals accredited federally since 2020 are outside it. Crowdfunding: Yes. Limited-offering access: 32 M.R.S. § 16202(14) permits no more than 25 Maine purchasers during 12 months (subject to solicitation, compensation, investment-intent and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Maryland

Worse than federal law

Maryland gives non-accredited investors a route in, but its definition can't reach the SEC's 2020 amendments, so fewer people qualify in-state than federally. A pathway doesn't rescue a frozen definition — modernizing the definition would move Maryland up.

Full legal detail

The operative definition is the 1994 text of Rule 501(a), and it lives in regulation rather than statute. Maryland is broader than federal in one narrow respect — it extends accredited status to a spouse or relative sharing the residence of a Rule 501(a)(4) person — but the 1994 vintage governs. Crowdfunding: Yes. Limited-offering access: COMAR 02.02.04.12 permits up to 35 Maryland purchasers, but a non-accredited purchaser must have sufficient knowledge and experience to evaluate the merits and risks or, together with a purchaser representative, satisfy the rule's sophistication/risk-bearing standard; the issuer may rely on reasonable inquiry. Access result: non-accredited access remains qualification-gated in a manner broadly comparable to Rule 506(b).

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Massachusetts

No better than federal law

Massachusetts sizes its crowdfunding cap to each person's income or net worth and applies it to everyone — materially the same as federal crowdfunding, not better. Its investment credit (20%, more in Gateway municipalities) is limited to accredited investors.

Full legal detail

The crowdfunding exemption sizes the cap to income or net worth and applies it to everyone, with no binary accredited gate. That is materially the same as federal Reg CF rather than better than it. The 20% credit, 30% in a Gateway Municipality, requires accredited status and cites no rule subsection. Crowdfunding: Yes; 950 CMR 14.402 also contains the Massachusetts crowdfunding exemption. Limited-offering access: 950 CMR 14.402(b)(9) permits sales to no more than 10 purchasers (subject to solicitation/compensation and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Michigan

No better than federal law

Michigan incorporates the federal definition in full and runs a standard structure — a $10,000 cap for non-accredited investors, none for the wealthy — with no credit and no route that beats federal. Steady, but not yet ahead.

Full legal detail

Rule 501 incorporated in full. Standard structure: $10,000 per-investor cap for non-accredited, no cap for accredited. No credit and no route in better than federal. Crowdfunding: Yes. Limited-offering access: MCL 451.2202(1)(n) permits a single-issue offering to no more than 50 Michigan purchasers during 12 months (subject to solicitation, compensation, investment-intent and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Minnesota

No better than federal law

Minnesota tracks the federal definition and treats accredited sales generously, but offers nothing better than federal for an everyday investor. Its small-business credit touches the definition only for paperwork deadlines.

Full legal detail

Rule 501(a) incorporated in full. A sale to an accredited investor is a standalone exempt transaction with no dollar cap and no purchaser count. The small business investment credit references Regulation D only to set certification-timing deadlines. Crowdfunding: Yes. Limited-offering access: Minn. Stat. § 80A.46(14) permits no more than 35 Minnesota purchasers other than specified institutional/accredited purchasers (subject to solicitation, compensation, investment-intent and notice conditions) without a suitability or sophistication test for the counted non-accredited purchasers. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Mississippi

No better than federal law

Mississippi has the cleanest tracking language in the country — it follows the federal definition 'as currently enacted or amended.' But it stops there, with no credit and no route that beats federal for a non-accredited investor. A great foundation to build on.

Full legal detail

The cleanest tracking language in the survey — Rule 501(a) "as currently enacted or amended." But no credit and no route in better than federal, so on par rather than ahead. Crowdfunding: Yes. Limited-offering access: Mississippi Securities Act Rule 7.03 permits sales by a Mississippi issuer to no more than 35 persons during 12 months (subject to investment-intent, filing, compensation and solicitation conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Missouri

No better than federal law

Missouri incorporates the federal definition in full and gives accredited investors some resale comfort, but there's nothing for a non-accredited investor and no credit. Firmly on par with federal.

Full legal detail

Rule 501(a) incorporated in full. Resales to accredited investors within twelve months of the original exempt sale are not presumed to be for distribution. Nothing for a non-accredited investor and no credit. Crowdfunding: No dedicated Missouri state crowdfunding exemption was identified in the current regulator materials/NASAA directory reviewed. Limited-offering access: Missouri's § 409.2-202(14) limited-offering exemption permits no more than 25 purchasers in 12 months (subject to solicitation, compensation, investment-intent and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Montana

Worse than federal law

Montana's registration exemption narrows the federal definition to only the wealth-based categories, excluding the credential-based ones the SEC added in 2020 — even though other Montana exemptions use the full definition. Harmonizing them would close the gap.

Full legal detail

The registration exemption for sales to non-accredited and accredited investors narrows to Rule 501(a)(5) through (a)(7), excluding the credential-based categories the SEC added in 2020, even though Montana's intrastate and Regulation D exemptions use the full definition. Crowdfunding: Yes; Mont. Code § 30-10-105 also contains an intrastate crowdfunding-style exemption. Limited-offering access: § 30-10-105(8)(a) permits no more than 10 persons in 12 months (with a possible broader commissioner-approved route), subject to investment-intent/compensation and other conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Nebraska

Worse than federal law

Nebraska writes its own wealth-only definition — a net-worth or income threshold with no reference to federal law — so none of the 2020 credential-based categories carry across. Adopting the current federal definition would modernize it.

Full legal detail

Writes its own wealth-only definition — over $1 million net worth excluding the residence, or over $200,000 income ($300,000 joint) — with no citation to federal law. Nothing carries the 2020 amendments across. Crowdfunding: Yes. Limited-offering access: Neb. Rev. Stat. § 8-1111(9)(a) permits sales to no more than 15 Nebraska persons other than specified accredited/institutional purchasers (subject to notice, solicitation, compensation, investment-intent and other conditions) without a suitability or sophistication test for the non-accredited purchasers. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Nevada

No better than federal law

Nevada tracks the federal definition and lets accredited sales skip registration with a quick notice filing, but offers nothing beyond federal for an everyday investor and no credit.

Full legal detail

Rule 501(a) incorporated in full. Accredited sales avoid registration outright on a fifteen-day notice filing and a $500 fee rather than a dollar cap. No credit and nothing for a non-accredited investor. Crowdfunding: No dedicated Nevada state crowdfunding exemption was identified in the current NRS/regulator materials and NASAA directory reviewed. Limited-offering access: NRS 90.530(11) permits sales to no more than 35 purchasers other than institutions (subject to solicitation, compensation and investment-intent/issuer-size conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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New Hampshire

No better than federal law

New Hampshire exempts federal Regulation D deals through a simple notice filing, so it tracks federal automatically — but it never writes its own definition, leaving nothing beyond federal and nothing for a legislator to improve short of new law.

Full legal detail

Exempts Regulation D transactions through a Form D notice filing rather than writing a definition, so it tracks federal automatically. Nothing beyond federal, and no state definition for a legislator to amend. Crowdfunding: No dedicated New Hampshire state crowdfunding exemption was identified in the current statute/regulator materials and NASAA directory reviewed. Limited-offering access: RSA 421-B:2-202(14) permits no more than 25 purchasers across jurisdictions during 12 months, subject to solicitation, compensation, investment-intent and other conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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New Jersey

No better than federal law

New Jersey incorporates the federal definition twice over, faithfully deeming anyone federally accredited accredited in-state. Faithful to federal — and nothing beyond it.

Full legal detail

Incorporates the federal definition twice over, by reference to 15 U.S.C. § 77b(a)(15) and to SEC Rules 215 and 501, deeming anyone federally accredited accredited under state law. Faithful to federal, nothing beyond it. Crowdfunding: Yes. Limited-offering access: N.J.S.A. 49:3-50(b)(9) permits an issuer transaction to no more than 10 persons during 12 months (subject to investment-intent, compensation and solicitation conditions) without an accredited-investor, suitability, or sophistication test. A separate 35-purchaser route in subsection (b)(12) has a sophistication condition, but the 10-person route does not. Access result: non-accredited purchasers have a no-sophistication route.

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New Mexico

No better than federal law

New Mexico offers a 25% Angel Investment Credit, but it requires accredited (wealthy) status, so it doesn't reach an investor of modest means. The definition itself tracks federal cleanly.

Full legal detail

A 25% Angel Investment Credit capped at $62,500 per investment, requiring accredited status. Two Severance Tax Bonding Act provisions also use the federal definition. Definition tracks federal; the incentive does not reach an investor of modest means. Crowdfunding: Yes in substance, with a labeling caveat. NMSA 58-13C-202(X) is a crowdfunding-style intrastate/local-operations exemption permitting general solicitation and up to $2.5 million; the current regulator labels it 'Small Offerings by Issuers with Local Operations,' and NASAA's current crowdfunding directory does not list New Mexico. Limited-offering access: §§ 202(N) and 202(Y) also provide small-number purchaser routes without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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New York

Worse than federal law

New York restates its securities definition in state law rather than pointing to the federal rule, producing a wealth-only result that misses the 2020 credential-based categories. Cross-referencing current federal law would fix it.

Full legal detail

The operative securities definition is restated in state law rather than cross-referenced, producing the same wealth-only result as Nebraska. New York does cite Rule 501 directly in the Article 9-A investment tax credit and in an investment-adviser rule. Crowdfunding: No dedicated New York state crowdfunding exemption was identified in the current Attorney General materials/NASAA directory reviewed. Limited-offering access: General Business Law § 359-f(2)(d) authorizes a limited-offering exemption for an offering to not more than 40 persons; current NYAG guidance treats the limit as fewer than 41 offerees and requires an exemption application/approval before offers or sales. Neither the statute nor the cited NYAG guidance imposes an accredited-investor, suitability, or sophistication condition. Access result: non-accredited offerees may qualify, but the route is discretionary/application-based rather than self-executing.

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North Carolina

No better than federal law

North Carolina tracks the federal definition and allows a modest $5,000-per-year non-accredited route, but requires signed certification of accredited status (with evidence) for the wealthy track and offers no credit. Middle of the pack.

Full legal detail

Rule 501 incorporated in full. $5,000 cap per twelve months for non-accredited, none for accredited, against a $1M unaudited / $2M audited aggregate. Issuers must obtain a signed certification of accredited status with supporting evidence. No credit. Crowdfunding: Yes; N.C. Gen. Stat. § 78A-17.1 contains the intrastate crowdfunding exemption. Limited-offering access: § 78A-17(9) permits an offer directed to no more than 25 persons in the state during 12 months (subject to investment-intent and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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North Dakota

No better than federal law

North Dakota tracks the federal definition, but its angel-fund credit is built entirely around accredited money — a fund needs at least six accredited investors — so the incentive never reaches an everyday investor.

Full legal detail

Rule 501 incorporated in full. The angel fund credit is built around accredited money: a fund needs at least six accredited investors and $500,000 in commitments from them, with the credit capped at $150,000 lifetime per taxpayer. Crowdfunding: No dedicated North Dakota state crowdfunding exemption was identified in the current regulator materials/NASAA directory reviewed. Limited-offering access: the North Dakota Securities Department's current 'Limited Offeree' exemption permits offers to no more than 35 North Dakota residents, excluding specified institutional/accredited purchasers, subject to investment-intent and compensation conditions, without a suitability or sophistication test for the remaining purchasers. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Ohio

No better than federal law

So close. Ohio gives non-accredited investors a flat $10,000 window, more generous than the income-percentage federal crowdfunding would allow a lower earner. On its face it does better than federal for someone of modest means; confirming that cap would put Ohio in reach of the top tier.

Full legal detail

Non-accredited investors get a flat $10,000 over twelve months, where federal Reg CF would hold a low earner to a percentage of income. On its face that is more generous than federal for a person of modest means. Crowdfunding: Yes; Ohio's OhioInvests provisions are in R.C. 1707.05 and 1707.051. Limited-offering access: R.C. 1707.03(O) permits an issuer equity transaction with no more than 10 Ohio purchasers in a year, subject to solicitation, investment-intent and remuneration conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Oklahoma

No better than federal law

Oklahoma incorporates the federal definition in full with a $5,000 non-accredited cap. Its sizable venture-capital deduction requires accredited status, so the biggest incentive skips the everyday investor.

Full legal detail

Rule 501 incorporated in full, with non-accredited purchases capped at $5,000. The venture capital deduction, up to $25 million a year for tax years 2022 through 2026, requires accredited status and relies on the securities statute for the definition. Crowdfunding: Yes. Limited-offering access: Oklahoma Uniform Securities Act § 1-202(14) permits no more than 25 purchasers during 12 months (subject to solicitation, compensation, investment-intent and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Oregon

Worse than federal law

Oregon actually offers a generous $5,000 no-questions route — better than federal on its face — but routes its definition through the Director's own rule instead of federal law, so federal updates don't carry across and the non-tracking definition governs. Tying the definition to current federal law would let the good route count.

Full legal detail

The definition is routed through the Director's own rule rather than the C.F.R., so federal amendments do not carry across. Oregon does let any natural person buy up to $5,000 with no sophistication, suitability, disclosure or dealer requirement, which is better than federal — but the non-tracking definition governs. Crowdfunding: Yes. Limited-offering access: ORS 59.035(12)(a)(A) permits an issuer transaction to no more than 10 Oregon purchasers in 12 months (subject to compensation, solicitation and other conditions) without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Pennsylvania

No better than federal law

Pennsylvania's main exemption requires that sales go only to accredited investors — a wealth gate on the front end. That leaves little room for an everyday investor without a change in the rule.

Full legal detail

The exemption requires sales be made only to accredited investors, with legend and telephone-solicitation restrictions and a twelve-month resale limit. Provisional classification. Crowdfunding: No dedicated Pennsylvania state crowdfunding exemption was identified in the current Department/NASAA materials reviewed. Limited-offering access: Pennsylvania Securities Act § 203(d) permits issuer sales to no more than 25 Pennsylvania persons during 12 months, subject to resale, solicitation, compensation, filing/notice and other conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Rhode Island

Worse than federal law

Rhode Island lists only institutional categories — banks, broker-dealers, insurers, large benefit plans — with no natural-person category at all, so an individual can't qualify regardless of wealth or credential. Adding a person-level route is the fix.

Full legal detail

Lists only institutional categories — banks, broker-dealers, insurance companies, investment companies, benefit plans over $5 million. No natural-person category appears at all, so an individual cannot qualify regardless of wealth or credential. Crowdfunding: No dedicated Rhode Island state crowdfunding exemption was identified in the current statute/regulator materials and NASAA directory reviewed. Limited-offering access: R.I. Gen. Laws § 7-11-402(10) permits an offer directed to no more than 25 Rhode Island purchasers during 12 months, subject to solicitation, compensation and investment-intent/issuer-size conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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South Carolina

No better than federal law

South Carolina's securities rules track federal cleanly, but its 35% angel credit expired at the end of 2025 and hasn't been renewed — so right now there's no incentive at all. A pending bill (H.4134) would revive and extend it; passing it would help.

Full legal detail

The securities regulation tracks Rule 501(a) "as amended" — exactly the drafting we want other states to copy. But the 35% Angel Investor Credit was repealed December 31, 2025 and has not been renewed, so there is currently no incentive at all. H. 4134 would extend it to 2035; it passed the House 90-19 and sits in Senate Finance. Crowdfunding: Yes. Limited-offering access: S.C. Code § 35-1-202(14) permits no more than 25 South Carolina purchasers during 12 months, subject to solicitation, compensation, investment-intent and other conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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South Dakota

Better than federal law

Before selling to a non-accredited investor, a South Dakota issuer can qualify them on suitability — the investment being right for them — as an alternative to financial sophistication, and the route runs on a live in-state (intrastate) offering. An everyday South Dakotan gets in on the deal's fit, not on a wealth test.

Full legal detail

Green basis: ARSD 20:08:07:24(3) requires, before any sale to a non-accredited investor, that the issuer reasonably believe one of two conditions — the investment is suitable for the purchaser, or the purchaser (alone or with a representative) is sophisticated. Suitability is a disjunctive alternative to sophistication. Section :24's general rules govern SDCL 47-31B-203 limited offerings and cross-reference :25 by name; :25 is the intrastate limited-offering exemption (a live § 3(a)(11)/Rule 147 vehicle). Both sections are current through the South Dakota Register, September 14, 2026; the repealed ULOE at :26 is not part of this route. Crowdfunding: No dedicated state crowdfunding exemption identified. Access result: a non-accredited purchaser can qualify on a suitability finding — an alternative to sophistication — on a live intrastate route. (Reclassified Yellow→Green: the earlier read treated :25 as a no-test count route; the operative green basis is :24(3)'s suitability alternative governing the :25 intrastate offering.)

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Tennessee

Worse than federal law

Tennessee's 33% angel credit is limited to the two wealth-and-income categories specifically, so a licensed professional accredited federally since 2020 can't claim it. The securities law itself tracks federal in full — aligning the credit would help.

Full legal detail

The 33% angel credit requires the investor be a natural person accredited under Rule 501(a)(5) or (a)(6) specifically — the two wealth and income categories. A licensed professional who has been accredited under federal law since 2020 cannot claim it. The securities law separately incorporates Rule 501 in full. Crowdfunding: Yes; Tenn. Code § 48-1-103(a)(13) provides an intrastate crowdfunding-style exemption. Limited-offering access: § 48-1-103(b)(4) permits an offering to no more than 15 Tennessee persons during 12 months, subject to solicitation and investment-intent conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Texas

Better than federal law

Texas opens a genuine alternative door: an everyday investor can join a local offering through a close, trust-based relationship with the business, as an alternative to proving financial sophistication. Because that relationship path runs on a live in-state (intrastate) offering, it actually works in practice — an ordinary Texan gets in on who they know, not on their net worth.

Full legal detail

Green basis: the Texas intrastate/limited-offering exemption (7 TAC § 109.13) admits a non-accredited purchaser who is "well-informed" and has a close relationship with the issuer evincing trust, as an alternative to an independent financial-sophistication showing. The relationship/information branch is disjunctive — not a cumulative sophistication gate — and it pairs with a live intrastate (§ 3(a)(11)/Rule 147) or Rule 504 offering, so the softening rides a live, non-preempted federal vehicle. Crowdfunding: Yes. Access result: a non-accredited purchaser can qualify through the relationship/well-informed alternative rather than only through Rule 506(b)-style sophistication. (Reclassified Yellow→Green on the access-based criterion; the earlier note treated "well-informed" as an added competence gate, but it operates as an alternative to sophistication, not a cumulative requirement.)

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Utah

No better than federal law

Utah's standalone exemption is for sales to accredited investors only, with no credit and nothing for a non-accredited investor. A wealth gate on the main route.

Full legal detail

A standalone Accredited Investor Rule Exemption for sales made only to accredited investors, with bad-actor disqualification conditions similar to Regulation D. No credit and nothing for a non-accredited investor. Crowdfunding: No dedicated Utah state crowdfunding exemption was identified in the current Department/NASAA materials reviewed. Limited-offering access: Utah Code § 61-1-14(2)(q) permits a limited offering to no more than 15 Utah purchasers during 12 months, subject to solicitation, compensation, investment-intent and offering-cap conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Vermont

No better than federal law

Vermont has two accredited-investor provisions that both track federal, plus a 25-purchaser route with no suitability test — but nothing that clearly beats federal for an everyday investor, and no credit.

Full legal detail

Two accredited-investor provisions, both tracking Rule 501(a) — a Small Business Offerings rule and an older standalone exemption. No credit. Crowdfunding: Yes. Limited-offering access: 9 V.S.A. § 5202(14) permits no more than 25 purchasers, subject to investment-intent, solicitation, compensation and other conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Virginia

Worse than federal law

Virginia gives non-accredited investors a route in, but its definition can't reach the SEC's 2020 amendments, so fewer people qualify in-state than federally. Modernizing the definition would move Virginia up.

Full legal detail

The core term is defined "by the Commission" rather than by rule citation, and Virginia layers a knowledge-and-experience test on top of accredited status, so being accredited is not by itself sufficient. The tax credit ties eligibility to § 4(a)(6) crowdfunding portals rather than to Rule 501. Crowdfunding: Yes. Limited-offering access: 21 VAC 5-40-100 permits no more than 35 purchasers, but the issuer must, after reasonable inquiry, believe a non-accredited purchaser has sufficient financial/business knowledge and experience to evaluate the investment and can bear the economic risk, alone or with a purchaser representative. Access result: the limited-offering route remains sophistication/risk-capacity gated in a manner broadly comparable to Rule 506(b).

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Washington

Better than federal law

Washington lets a non-accredited investor qualify either because the investment is suitable for them or because they're sophisticated — suitability being a true alternative to the sophistication test federal Rule 506(b) requires — on a live small-offering/intrastate route. An everyday Washingtonian can get in on the deal's fit for them, not on their bank balance.

Full legal detail

Green basis: WAC 460-44A-504 permits a non-accredited purchaser where, after reasonable inquiry, the issuer believes either that the investment is suitable for the purchaser or that the purchaser (alone or with a representative) is sufficiently sophisticated. Suitability is a genuine alternative to sophistication, and the route's gateways include live Rule 504 and federal intrastate offerings — no Rule 505-only dependency — so the softening rides a live, non-preempted vehicle. Crowdfunding: Yes. Access result: a non-accredited purchaser need not satisfy only the Rule 506(b)-style sophistication route. (Reclassified Red→Green under the green-priority rule: the state's separately dated definition and Reg-CF-equivalent proportional cap are narrower features, but the operative suitability softening on a live vehicle controls the tier.)

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West Virginia

No better than federal law

West Virginia incorporates the federal definition in full, with a $10,000-per-purchaser cap unless you're accredited. Standard structure tied to the federal intrastate framework — on par, not ahead.

Full legal detail

Rule 501 incorporated in full for the intrastate offering exemption, with a $10,000 per-purchaser cap unless accredited, tied to the federal § 3(a)(11) / Rule 147 exemption. Crowdfunding: Yes. Limited-offering access: W. Va. Code § 32-4-402(b)(9) permits an offer directed to no more than 10 West Virginia persons during 12 months, subject to investment-intent, compensation and other conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Wisconsin

No better than federal law

Wisconsin tracks the federal definition, but singles out individuals who qualify on wealth or income for an extra consent-to-service filing no other category faces — a small burden rather than an exclusion. On par overall.

Full legal detail

Rule 501(a) incorporated in full, but individuals qualifying on wealth or income carry a Consent-to-Service filing that no other accredited-investor category has to make. A burden on individuals rather than an exclusion, so on par rather than worse. Crowdfunding: Yes. Limited-offering access: Wis. Stat. § 551.202(14) permits an offer directed to no more than 25 persons, subject to solicitation, compensation, investment-intent and other conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Wyoming

No better than federal law

So close. Wyoming caps non-accredited purchases at $25,000 per person — well above what federal crowdfunding lets most people invest. That generous ceiling is a real edge; formalizing it as an easier qualification route would move Wyoming up.

Full legal detail

Rule 501(a) incorporated in full, with non-accredited purchases capped at $25,000 per purchaser — well above what federal Reg CF allows most people, and a candidate for green. Crowdfunding: Yes; Wyoming's WIN program is the state crowdfunding route. Limited-offering access: Wyo. Stat. § 17-4-202(a)(xiv) permits a single-issue offering to no more than 25 purchasers during 12 months, subject to solicitation, compensation, investment-intent and other conditions, without an accredited-investor, suitability, or sophistication test. Access result: non-accredited purchasers can qualify without an issuer suitability determination.

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Methodology

What the colors mean

This isn’t a scorecard on whether a state copied the federal definition correctly. A state can copy it perfectly and still leave an ordinary person with nowhere to go. We graded on outcome: can someone without wealth actually get in?

Better than federal law 6 states

The state gives a non-accredited person an affirmative alternative way to qualify — without proving wealth or financial sophistication — and that alternative actually works in practice. Two things have to be true at once.

First, a real alternative. Either a pre-existing relationship with the business (California, Texas, Kentucky) or a suitability finding that the deal is right for the investor (Indiana, Washington, South Dakota). Not an extra hurdle stacked on the federal test — a different way over it.

Second, a live federal vehicle. The route has to ride something an offering can actually proceed on today — Rule 504 or an intrastate offering. A state route keyed only to a repealed federal rule is a door with no room behind it.

California remains the most open in the country. Corporations Code § 25102(f) admits up to 35 non-accredited investors on a genuine pre-existing relationship with the issuer, without the disclosure package or sophistication qualification federal Rule 506(b) demands. A schoolteacher who knows the founder gets in on who she knows, not on what she owns.

No better than federal law 29 states

The state tracks the federal definition and offers non-accredited access roughly equivalent to federal crowdfunding. This is not a failing grade — it’s where most of the winnable work is.

Some yellow states are genuinely well built. Illinois keeps accredited money out of the offering cap so it can’t crowd out small investors. Mississippi has the cleanest definitional drafting in the country. What holds them here is that these advantages protect room in the deal rather than giving an ordinary person an easier way to qualify.

Others have generous incentives that stop at the wealth line. Florida has the broadest set of investor benefits in the survey — every one keyed to accredited status. Connecticut’s 25% credit, New Mexico’s 25% credit, North Dakota’s angel-fund credit: real money, none of it reaching an everyday investor.

Four states sit just short of the top tier — Georgia, Alaska, Ohio and Wyoming each have a feature that would qualify, held back by one specific condition. Their cards say which.

Worse than federal law 15 states

Fewer people qualify in-state than qualify federally. Three ways that happens:

A frozen definition. The state pegged itself to the federal rule as of a specific date and never updated. Alabama’s is from 1982. Maine’s from 2013. When the SEC amended the rule in 2020 to admit people qualified by professional credential rather than net worth, these states didn’t come along. Maryland, Oregon and Virginia each give non-accredited investors a genuine route in — Oregon’s is a $5,000 window with no sophistication test, no disclosure and no dealer — but a frozen definition still shuts out everyone the 2020 amendments added.

A deliberate narrowing. The state took only the wealth-based categories. Tennessee’s 33% angel credit reaches only the net-worth and income tests. Montana’s registration exemption does the same. Nebraska skipped the federal citation entirely and wrote a wealth-only definition of its own.

No route at all. Idaho’s securities act never uses the term. Rhode Island lists only institutions — banks, broker-dealers, insurers — with no natural-person category, so an individual can’t qualify regardless of wealth or credential.

Every red state has a concrete, drafting-level fix. Most are a single sentence.

A route on paper needs a vehicle underneath it

Georgia’s rule still reads like a top-tier route: an ordinary investor qualifies if the deal is simply suitable for them, presumed when they’re risking under 10% of their net worth. But the exemption’s federal on-ramp was Rule 505, which the SEC repealed in 2017, and no independent Rule 504 or intrastate branch was named to carry it. Indiana’s nearly identical suitability route stays in the top tier precisely because it kept a live Rule 504 branch. Re-anchoring Georgia’s exemption to Rule 504 would restore it — a one-citation fix, and the clearest illustration of why a good rule still needs something to run on.

This is one half of the fight.

ICAN is a nonprofit public interest litigation firm defending free and fair markets against regulatory overreach. We represent the people financial regulation is meant to protect — when that protection turns into a barrier.

The accredited investor rule is an arbitrary, wealth-based federal regulation that shuts most Americans out of investing in private companies, no matter how much they know about the business, and cuts local entrepreneurs off from capital in their own backyard. Reforming it is one of ICAN’s signature issues, and we’re fighting it in federal court.

States don’t have to wait for that outcome.

ICAN’s 50-State Survey of accredited-investor rules and capital-access law. The top tier reflects primary-source review of the operative statutes and rules through September 2026; the remaining tiers carry forward ICAN’s prior 50-state survey. Securities laws change — confirm the current provision before relying on any single entry. Prepared from research by the ICAN Legal Team.

For policy discussion. Not legal advice — issuers should confirm current state law and conditions before relying on any exemption.

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