Tools · Wholesale investor test
Am I a wholesale investor?
In Australia there is no single test and no register you appear on. There are 5 separate limbs across two chapters of the Corporations Act, any one of which can be enough, and each with its own conditions. This page sets out every limb with the figure and the section it comes from, and walks you through which of them might apply to you. It asks for no amounts and no documents, and nothing you choose leaves your browser.
Every figure and citation read from the primary source on 27 September 2026. Next review 27 September 2027.
Self-check.
The self-check needs JavaScript, and everything else on this page does not. Every limb is set out in full below with its threshold, its section and the condition attached to it, so you can work through them by reading. Enabling JavaScript only saves you the combining.
What is being offered to you?Decides the chapter
Securities engage Chapter 6D and section 708. Financial products and services engage Chapter 7 and sections 761G and 761GA. Where both are involved, each has to be satisfied on its own terms.
Is it for use in connection with a business?Chapter 7 only
This changes the Chapter 7 answer and has no effect on Chapter 6D. A business at or above the size shown is a wholesale client on that basis alone. A business below it cannot use the accountant’s certificate limb at all.
Is the amount payable for this particular investment at least $500,000?Both chapters
Under Chapter 6D, what has already been paid for securities of the same class counts towards it, and money lent by the person making the offer does not.
Do you hold a current qualified accountant’s certificate stating net assets of at least $2.5 million, or gross income of at least $250,000 in each of the last 2 financial years?Both chapters
The net assets or gross income of a company or trust you control may be included.
Are you a professional investor — an AFS licensee, an APRA-regulated body, a listed entity, a superannuation trustee with at least $10 million in net assets, or a person who has or controls at least $10 million in gross assets?Both chapters
Has an AFS licensee assessed your previous investing experience, given you written reasons, and had you sign an acknowledgement?Both chapters
This limb is not something you can satisfy on your own: it depends on a licensee’s documented judgement about you.
What this suggests
Answer the questions above and this will say which limbs may be open to you, under which chapter, and what would still have to happen.
This is not a determination, and it cannot be. Under Chapter 6D the offeror relies on a certificate from a qualified accountant or on its own documented assessment. Under Chapter 7 the provider of the product or service decides, and in any non-criminal proceeding the law presumes you are a retail client unless the contrary is established. A web page has no part in either.
Reference
The thresholds.
Every figure in both tests as at 27 September 2026, and the section or regulation that prescribes it. None of these has changed.
| Threshold | Amount | Prescribed by | Notes |
|---|---|---|---|
| Net assets | $2.5 million | reg 6D.2.03(1) · reg 7.1.28(1) | Certified by a qualified accountant. |
| Gross income | $250,000 a year | reg 6D.2.03(2) · reg 7.1.28(2) | In each of the last 2 financial years, certified. |
| Product value | $500,000 | s 708(8)(a), (b) · reg 7.1.18(2) | Per investment. No certificate involved. |
| Professional investor, gross assets | $10 million | s 708(11)(b) · s 9, reg 7.6.02AE | Has or controls, including associates’ assets. |
| Superannuation trustee, net assets | $10 million | s 761G(6)(c)(i) | Chapter 7 only. |
| Small scale offering ceiling | $2 million | s 708(1), (3) | And no more than 20 people in any 12 months. A separate exemption, not a wholesale test. |
The limbs
What each limb actually requires.
Any one limb is enough on its own. The wording differs between the two chapters more than the shared figures suggest, and the condition attached to each limb is where most of the difficulty sits — so each is stated here rather than summarised.
Product value
- Offers of securities s 708(8)(a), (b)
- The minimum amount payable for the securities on acceptance is at least $500,000, or that amount plus what has already been paid for securities of the same class reaches $500,000.
- Financial products and services s 761G(7)(a), reg 7.1.18(2)
- The price for the provision of the financial product, or the value of the product the service relates to, equals or exceeds $500,000.
Easily missed. Money lent for the purpose by the person making the offer, or by an associate of theirs, is disregarded in working out the amount paid under s 708(8)(a) or (b) (s 708(9)). The threshold cannot be reached with the offeror's own loan.
Net assets or gross income, certified
- Offers of securities s 708(8)(c), reg 6D.2.03
- A certificate from a qualified accountant states that the person has net assets of at least $2.5 million, or gross income of at least $250,000 for each of the last 2 financial years.
- Financial products and services s 761G(7)(c), reg 7.1.28
- The same two figures, and the person gives the provider a copy of the certificate before the product or service is provided.
Easily missed. The net assets or gross income of a company or trust the person controls may be included (s 708(9B), (9C); control is defined in s 50AA). Under Chapter 7 this limb is available only where the product or service is not for use in connection with a business.
Professional investor
- Offers of securities s 708(11)
- The offer is made to a person covered by the professional investor definition in s 9 (other than paragraph (e)), or to a person who has or controls gross assets of at least $10 million, including assets held by an associate or under a trust the person manages.
- Financial products and services s 761G(7)(d), s 9 definition, reg 7.6.02AE
- The person is a professional investor within the s 9 definition. For the purposes of Parts 7.6 to 7.9, reg 7.6.02AE substitutes a paragraph (e) reading 'has or controls gross assets of at least $10 million'.
Easily missed. No accountant's certificate is involved in this limb. The status comes from what the person or entity is, not from a document about their wealth.
Not a small business
- Offers of securities
- There is no equivalent limb. This consideration does not arise under Chapter 6D.
- Financial products and services s 761G(7)(b), (12)
- The financial product or service is provided for use in connection with a business that is not a small business. A small business is one employing fewer than 100 people if the business is or includes the manufacture of goods, and fewer than 20 people otherwise.
Easily missed. This limb exists only under Chapter 7. There is no equivalent in s 708, so business use is irrelevant to whether an offer of securities needs a disclosure document.
Experienced investor, through a licensee
- Offers of securities s 708(10)
- The offer is made through a financial services licensee who is satisfied on reasonable grounds that the person has previous experience in investing in securities allowing them to assess the merits of the offer, the value of the securities, the risks, their own information needs and the adequacy of the information given; the licensee gives written reasons; and the person signs a written acknowledgement that no disclosure document has been given.
- Financial products and services s 761GA
- A licensee is satisfied on reasonable grounds that the client has previous experience in using financial services and investing in financial products allowing them to assess the merits, the value, the risks, their own information needs and the adequacy of the information given; the licensee gives written reasons; and the client signs a written acknowledgement of three specified matters. Not available where the product or service is for use in connection with a business.
Easily missed. This is the limb the Parliamentary Joint Committee recommended replacing with objective criteria. It depends on a licensee's judgement rather than on a figure, it cannot be self-assessed, and the two chapters word it differently: s 708(10) asks about experience investing in securities, s 761GA about experience using financial services and investing in financial products.
Two tests
Which chapter you are under.
The figures are the same in both, which is why they are treated as one test. The conditions are not.
Offers of securities — s 708
Decides whether an offer of shares, debentures or other securities needs a disclosure document such as a prospectus. A person who satisfies a limb is commonly called a sophisticated investor. Whether the investment is connected with a business is irrelevant here.
Financial products and services — s 761G, s 761GA
Decides whether someone is a wholesale client for a financial product or financial service, and so whether the retail protections including a Product Disclosure Statement apply. Business use changes the answer. Status attaches to each product and each service separately, not to you.
Both can apply to the same transaction, and satisfying one does not satisfy the other. The decision map works through which chapter a given transaction sits in, and sets the two out limb by limb.
Status
Under review, nothing enacted.
The Parliamentary Joint Committee on Corporations and Financial Services reported on the wholesale investor and client tests in February 2025. It made two recommendations: that the government consider a mechanism for periodic review of the tests with mandatory industry consultation, and that, subject to consultation, the Corporations Act be amended to remove the subjective elements of the sophisticated investor test and introduce objective criteria on the knowledge and experience of the investor. Neither recommendation was an increase to the financial thresholds. The government response was received on 31 March 2026. As at the date on this page no change to any threshold has been enacted, and every figure here is the figure currently in force.
The thresholds have not moved since they were set. That is itself the substance of the criticism made of them: the $2.5 million and $250,000 set in 2001 are still the figures in force, so the population who meets them has grown with asset prices rather than with anything about investor sophistication. That argument has been made to a parliamentary committee and has not resulted in a change. If one is enacted, the figures on this page change with the regulation, not with the commentary about it.
Limits
What this page cannot do.
- It is not a determination, a certificate or advice. It describes published statutory tests and applies your own answers to them. It does not tell you what to do, and it is not a substitute for advice from someone who knows your circumstances.
- It collects nothing. The self-check asks only which published category you fall into, never an amount, a document or an identifying detail. There is no form on this page and nothing is transmitted, recorded or stored. Verification of wealth or income is a process between you and a qualified accountant, and it does not belong on a website.
- Only a qualified accountant can certify the wealth and income limbs. Meeting the figure is not the test; holding a current certificate from a person ASIC has declared is. The certificate page covers who may give one, what it must say and how long it lasts.
- The experience limb cannot be self-assessed at all. Sections 708(10) and 761GA both depend on a licensee’s documented judgement about you, written reasons given to you, and your signed acknowledgement. Answering yes to it here means you already have those things, not that you might qualify for them.
- The limbs listed are not every exemption. Section 708 contains further exemptions, including the small scale ceiling of $2 million and 20 people in any 12 months, offers to people associated with the body, and offers to existing holders. Those turn on the offer rather than on the investor and are not mapped here.
- Figures change, and this page is dated. Everything here was read from the compilation in force on 27 September 2026, listed below with the compilation number. It is reviewed by 27 September 2027, and the build refuses to publish it once that date passes.
This page is provided for general information only and is directed to wholesale and professional investors. It is not legal, financial or personal advice: it does not take into account the objectives, financial situation or needs of any person, and it is not an offer, invitation or recommendation to acquire any financial product. Investing involves risk, including the possible loss of capital.
Sources
Read from the primary source.
Not from secondary commentary. Each entry records the compilation or instrument that was read, and when.
- Corporations Act 2001 (Cth) — Compilation No. 148, registered as C2026C00382, in force from 27 August 2026.
- Corporations Regulations 2001 (Cth) — Compilation No. 214, registered as F2026C00854, in force from 1 September 2026.
- ASIC Corporations (Qualified Accountant) Instrument 2026/734 — F2026L01209, made 11 September 2026, commenced 15 September 2026. Repealed and replaced ASIC Corporations (Qualified Accountant) Instrument 2016/786 on 16 September 2026.
- Parliamentary Joint Committee on Corporations and Financial Services, Wholesale investor and wholesale client tests — Report, February 2025. Two recommendations, neither of which was an increase to the financial thresholds. Government response received 31 March 2026.
Definitions
Terms on this page.
Each links to the glossary entry, which states the convention the term assumes as well as what it means.
- Sophisticated investor — the Chapter 6D status under s 708.
- Wholesale client — the Chapter 7 status under s 761G.
- Professional investor — the institutional category defined in s 9.
- Qualified accountant — who may certify the wealth and income limbs.
- Accountant’s certificate — the document itself, and how long it lasts.
- Product value test — the limb that turns on the size of the investment.
Questions
Common questions.
What is the sophisticated investor test in Australia?
It is the set of limbs in s 708 of the Corporations Act 2001 that let securities be offered to someone without a disclosure document. The most used are a certificate from a qualified accountant showing net assets of at least $2.5 million or gross income of at least $250,000 in each of the last 2 financial years, and an investment of at least $500,000 in the particular offer. There is also a professional investor limb and a limb that turns on a licensee’s assessment of your experience. Any one is enough.
What are the wholesale investor thresholds?
Net assets of $2.5 million, or gross income of $250,000 a year in each of the last 2 financial years, both certified by a qualified accountant. Separately, $500,000 for the product value limb, and $10 million in gross assets for the professional investor limb. As at 27 September 2026 none of these has changed.
Do I need an accountant’s certificate?
Only for the net assets and gross income limbs. The product value limb, the professional investor limb and the experience limb do not involve a certificate at all. If you are relying on wealth or income, then yes: meeting the figure is not sufficient, and the certificate from a qualified accountant is the thing the offeror relies on.
Is wholesale status permanent?
No. Under Chapter 7 it attaches to each product and each service separately, so you can be a wholesale client for one investment and a retail client for another on the same day. Under Chapter 6D the question is asked at the time of each offer. A certificate has a life of its own as well, which the certificate page covers.
Can I include my company’s or trust’s assets?
Sections 708(9B) and (9C) allow the net assets and gross income of a company or trust you control to be included, and control is defined in s 50AA, which can be satisfied with less than half the shares or units. Section 708(8)(d) separately allows an offer to be made to a company or trust controlled by a person who meets the wealth or income test. How assets and income are measured is left to the accountant’s professional judgement, which is part of why only declared classes of accountant may certify it.
What happens if I say I am wholesale and I am not?
The consequence falls mainly on the provider rather than on you: they have given a product or made an offer without the disclosure the law required, and in any non-criminal proceeding under Chapter 7 the law presumes you were a retail client unless the contrary is established. That is why providers ask for a certificate rather than a statement, and why a self-check like this one is a starting point rather than an answer.
Is anything I choose here sent to KyperX Capital?
No. There is no form on this page and no request of any kind is made. Your answers are combined in your browser and nothing is transmitted, recorded or stored. The self-check also never asks for an amount, a document or an identifying detail, so there is nothing to send even in principle.
- Which test appliesSection 708 governs offers of securities, section 761G governs financial services. A decision map for which one you are under.
- s708 certificate validityHow long an accountant’s certificate lasts, who can give one, and what it must say. Work out the expiry date of one you hold.
- GlossaryEvery term these tools use, defined.