Legion Equity operates under SEC Rule 506(b) for the platform's MVP launch. This is part of Regulation D, which lets companies raise capital from investors without registering the securities. This article walks through who can participate, what accreditation means, and where the rules apply.
Who can invest right now
For the current MVP under 506(b), hard accreditation verification is not mandatory. The 506(b) exemption allows up to 35 non-accredited investors plus unlimited accredited investors, with a "reasonable belief" standard for accreditation.
That said, Legion applies US regulatory standards globally. Specific syndicates or deals may require accreditation verification at the GP's discretion, and the requirements may evolve over time.
What "accredited investor" means
You qualify as an accredited investor under SEC rules if any of these apply:
Income-based:
$200K+ individual income (or $300K+ joint with a spouse) in each of the last two years, with reasonable expectation of the same in the current year
Net worth-based:
$1M+ net worth, excluding the value of your primary residence
Professional certifications (auto-qualify):
Series 7, Series 65, or Series 82 license holders
Entity investors:
An entity with $5M+ in assets, OR
An entity where all equity owners are individually accredited
How to verify accreditation (when required)
For deals or syndicates that ask for verification, you'll typically be asked for one of:
Income proof: tax returns from the last 2 years, pay stubs, or W-2s
Net worth proof: bank or brokerage statements, real estate appraisals (excluding primary residence)
Letter from a CPA, attorney, or financial advisor confirming accreditation status
Professional certification (Series 7, 65, or 82)
For 506(b) deals, self-certification is generally sufficient. For 506(c) deals (if Legion offers them in future), the standard is stricter: third-party verification is required.
Country eligibility
Legion Equity is open to investors globally with a few exceptions:
United Kingdom: FCA regulations are too onerous for the MVP
China: excluded
Sanctioned countries: per the US OFAC sanctions list
EU: deferred for the MVP
International investors will need to complete a FATCA/CRS self-certification form during onboarding, a standard requirement for foreign account tax compliance.
If you're unsure about eligibility from your jurisdiction, reach out via chat and we'll let you know.
Entity investors
LLCs, trusts, family offices, and other entities can invest. To qualify, the entity needs either $5M+ in assets, or all equity owners must individually meet accreditation requirements.
A note on tax
US taxpayers receive a Schedule K-1 each year the SPV is active and report it on their personal return. Non-US investors may be subject to US withholding on certain types of income (typically 30% or a lower treaty rate). Capital gains from passive SPV investments are generally not taxed for non-US investors.
This is general information. Talk to your tax advisor about your specific situation.
Need more help?
Eligibility questions specific to your jurisdiction or financial situation are best handled through chat. Find the chat bubble in the bottom-right of any page on uselegion.com.
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