This Act establishes a free, SEC-developed certification exam allowing non-wealthy individuals to qualify as accredited investors for private market opportunities.
Mike Flood
Representative
NE-1
The Equal Opportunity for All Investors Act of 2025 mandates that the SEC create a comprehensive certification examination to allow non-wealthy individuals to qualify as accredited investors. Passing this free, standardized test will grant access to investment opportunities previously reserved for the wealthy. This aims to broaden participation in private markets by ensuring a baseline level of financial competency among new investors.
The Equal Opportunity for All Investors Act of 2025 is aiming to shake up who gets access to exclusive, typically high-risk investment opportunities. Right now, to be an “accredited investor”—which lets you put money into private equity, startups, and certain funds—you generally need to hit high income or net worth thresholds. This bill, however, creates a new door: passing a specialized financial literacy exam. The Securities and Exchange Commission (SEC) has exactly one year to develop this test, and once it’s ready, a national securities association must offer it to the public completely free of charge.
This legislation is a huge shift in philosophy. Instead of using wealth as a proxy for sophistication—the idea being that if you have enough money, you can afford to lose some—it proposes using demonstrated knowledge. The exam isn’t going to be a simple pop quiz; it must cover complex topics like different types of securities, how disclosure rules work for private versus public companies, corporate governance basics, and, most critically, how to read financial statements. For the average person juggling a 9-to-5 and family budgets, this means that if you’ve spent time learning the financial ropes—maybe you’re a savvy analyst, a self-taught trader, or a finance professional who just doesn’t make the required $200k salary yet—you could gain access to deals previously reserved for the ultra-rich.
The bill is very specific about the exam content, reflecting the serious risks involved in private markets. The test must ensure you understand the dangers of investing in private companies: low liquidity (meaning you can’t easily sell your shares), subjective valuations, and significant information gaps. Think of it this way: when you buy a stock on the NYSE, you have mountains of regulated data. When you invest in a startup, you often rely on limited, self-reported information, and you might be locked in for years. The SEC is mandated to make sure the exam covers this reality, along with potential conflicts of interest among financial professionals. The test needs to be tough enough to confirm you actually understand these high-stakes dynamics, which is a big ask for the SEC to develop and implement within a tight one-year timeline.
While the goal of democratizing investment access is sound, replacing a wealth barrier with a knowledge test introduces a significant trade-off. If the exam is too easy or fails to adequately simulate the practical pressures of private investing, it could expose knowledgeable but less financially resilient investors to devastating losses. The current wealth requirement acts as a cushion; if you lose $50,000 in a bad private deal, it stings less if you’re a millionaire than if you’re a middle-class professional who scraped that money together. The bill's success hinges entirely on the SEC’s ability to create an exam that is both accessible and rigorous enough to truly protect investors who lack that financial safety net. Furthermore, requiring the exam to be offered free of charge places an unfunded mandate on the national securities association tasked with administering it, meaning those costs will likely be absorbed elsewhere in the financial system.