This is a plain-language breakdown of the main categories, the numbers behind them, and a newer route that did not exist a few years ago.

Why these labels exist at all

Most investments sold to the public come with a prospectus, a long document regulators review. Exempt market investments skip that step, which is why they are called "exempt." In exchange for that flexibility, the rules limit who is allowed to buy them.

The idea is that some investors can take on the extra risk and the lack of easy access to their money, either because they have the financial cushion to absorb a loss or because they have the knowledge to understand what they are buying. The categories below are simply the different ways the rules let you show that.

The accredited investor

This is the most well-known category and the one with the fewest restrictions. If you qualify as an accredited investor, there is no cap on how much you can invest in an exempt offering.

As an individual, you generally qualify if you meet any one of these tests:

  • Income: before-tax income above $200,000 on your own, in each of the last two years, with a reasonable expectation of the same this year. The threshold is $300,000 if you combine your income with your spouse's.
  • Financial assets: more than $1,000,000 in cash and investments, on your own or with your spouse, after subtracting any debt tied to those assets. This figure does not include your home.
  • Net assets: total assets minus total liabilities of at least $5,000,000, on your own or with your spouse. This one can include your home.

The income and financial-asset tests are the ones most individuals rely on. Meeting any single test is enough.

The eligible investor

You do not have to be accredited to invest in the exempt market. The eligible investor category sets a lower bar and is used alongside the offering memorandum, the document covered in our earlier article.

As an individual, you generally qualify as an eligible investor if you meet any one of these:

  • Net assets of at least $400,000, on your own or with your spouse. Unlike the accredited financial-asset test, this can include your home.
  • Income above $75,000 on your own, in each of the last two years, with a reasonable expectation of the same this year. The threshold is $125,000 combined with your spouse.

The trade-off for the lower bar is that your investment is capped. Under the offering memorandum exemption in Alberta, an eligible investor can put up to $30,000 into these products in any 12-month period. That limit rises to $100,000 if a registered dealer, such as an exempt market dealer, has advised you that the investment is suitable for you.

Everyone else

If you do not meet either the accredited or eligible tests, you may still be able to invest under the offering memorandum exemption, but with a tighter cap. A non-eligible investor can generally invest no more than $10,000 in these products in any 12-month period.

These limits exist for a reason. They are there to make sure that someone with a smaller financial cushion cannot put an outsized share of their savings into a single high-risk, hard-to-sell investment.

The newer path: self-certification

For a long time, the door to the exempt market was opened almost entirely by wealth and income. The problem is that money and understanding are not the same thing. A finance professional with deep knowledge but a modest salary could be shut out, while someone with a high income but no investing experience sailed through.

To address that, Alberta and Saskatchewan introduced a self-certified investor route as a pilot, and Ontario ran a similar one. It lets you qualify based on what you know rather than only what you own. Regulators across the country are now working to turn that patchwork of pilots into a single, lasting rule. In September 2025 the Canadian Securities Administrators published a proposed Multilateral Instrument 45-111, the Self-Certified Investor Prospectus Exemption, for comment. It is designed to harmonize the rule across most of the country, including Alberta, and to support investment in early-stage and private companies.

Under the proposed rule, you can qualify by meeting at least one criterion in four broad groups:

  • Employment history: for example, at least five years in a senior operational role at a business in the same industry as the issuer, recent experience making investment decisions at a venture capital or private equity firm, or having founded or directed an early-stage business with at least $500,000 in annual revenue.
  • Education: for example, a finance- or economics-focused MBA, master's, or PhD; an undergraduate degree in finance, business, or commerce plus three years of relevant experience; or having practiced securities or M&A law in Canada for at least two years.
  • Professional designation: holding a recognized credential such as the CFA, CIM, CBV, CPA, CIWM, or CFP, or an approved Financial Planner or Financial Advisor title.
  • Examination: having passed a qualifying course such as the Canadian Securities Course or the Exempt Market Products Exam.

The process itself is straightforward but deliberate. You complete a form confirming which criterion you meet, and you sign a separate acknowledgement of risks confirming that you understand the investment is risky and not easily sold. Because this path is based on knowledge rather than a financial cushion, it carries its own cap: under the proposed rule, no more than $50,000 across all such investments in a calendar year.

This rule is still being finalized, and the exact criteria, limits, and timing can change before it takes effect. If it sounds like it might fit you, confirm the current state of the rule with your dealing representative. It is a conversation worth having.

How you actually document it

Qualifying is not something you simply declare in passing. For every exempt market purchase, your dealer collects paperwork that records which category you fall into and confirms you meet it. Depending on the category and the product, that can include a subscription agreement, a risk acknowledgement form, and a certificate confirming your status.

This is not red tape for its own sake. It protects you, and it protects the dealer, by creating a clear record that the right questions were asked and the right boxes were checked before any money changed hands.

The categories at a glance

  1. Accredited investor — highest financial thresholds, no investment cap.
  2. Eligible investor — lower thresholds, capped at $30,000 a year, or $100,000 with suitable advice from a registered dealer.
  3. Non-eligible investor — no threshold met, capped at $10,000 a year.
  4. Self-certified investor — a knowledge-based route, capped at $50,000 a year under the proposed national rule.

The bottom line

"Accredited investor" is really just one door of several. Most investors who explore the exempt market qualify under one category or another, and the category you fall into shapes both your options and your limits. Knowing where you stand before you start makes every later conversation simpler.

If you are not sure which category fits you, that is exactly the kind of question your dealing representative is there to work through with you.

Wondering which category you qualify under, or whether the self-certification route fits your situation? We are happy to walk through it with you.

Get in touch with Corvax Financial

This article is for general education only and is not investment advice or a recommendation to buy any security. The categories and dollar thresholds described are summaries of current and proposed Canadian securities rules and may change; the self-certified investor exemption described here was, at the time of writing, a proposed rule still being finalized. Confirm your eligibility and the current rules with a registered dealing representative before investing.