Eligibility Criteria

*Last updated: June 1st 2025

The existing regulatory framework for investing aims to safeguard the interests of both investors and entrepreneurs.

Prior to reviewing business plans or making any investments, you must confirm that you qualify as either a High-Net Worth Individual [HNWI] or a Self-Certified Sophisticated Investor [SCSI], as defined under the Financial Services and Markets Act 2000 [FSMA Financial Promotion] Order 2005.

A Certified High-Net Worth Individual [HNWI]

By confirming, you indicate that you will either:

• Individuals with an annual income exceeding £100,000 are eligible for this program.
• To qualify, you must have net assets exceeding £250,000, excluding your pension fund and private residence.

For the purposes of this communication, a High-Net Worth Individual [HNWI] is defined as a person who has completed and signed the required statement within the 12-month period preceding this outreach:

• They confirmed an annual income of £100,000 or more, excluding any one-time pension withdrawals.
• The applicants must confirm they had net assets of £250,000 or more, excluding their primary residence, any associated loans or equity releases, pensions and pension withdrawals, and insurance contracts. Additionally, they must specify their income [rounded to the nearest £10,000] and/or net assets [rounded to the nearest £100,000] for the immediately preceding financial year.

A Self-Certified Sophisticated Investor [SCSI]

By confirming, you indicate that you will either:

• Within the past two years, you have served as a director of a company with an annual turnover of at least £1 million.
• For a minimum of six months, you have been a member of a professional network or syndicate of business investors.
• Over the past two years, you have invested in an unlisted company on two or more occasions.
• Over the past two years, you have held a professional position in the private equity sector or have provided financing for small and medium-sized enterprises.

To qualify as a Self-Certified Sophisticated Investor [SCSI] recipient, an individual must have completed and signed a statement within the 12 months preceding the communication, affirming that at least one of the following criteria applies:

• In the past two years, the individual has held a professional position in the private equity sector or provided financing for small and medium-sized enterprises.
• Over the past two years, the individual has served as the director of a company with an annual turnover of at least £1 million.
• Over the past two years, the individual has made multiple investments in a privately-held company.
• The individual has been an active member of a network or syndicate of business investors for over six months and continues to hold that membership.

If you have any doubt about whether an individual has completed and signed the appropriate statement, you should obtain an investor statement in the prescribed form before making any financial promotion.

Additional Notice

Financial promotions made under the exemptions must be accompanied by a statement:

• The communication is exempt from the financial promotion restriction, as it is made to an investor who meets the relevant exemption criteria.
• To qualify as a High-Net Worth Individual [HNWI] or Self-Certified Sophisticated Investor [SCSI], certain requirements must be met.
• If the individual has any doubts about the investment, they should consult an authorized Independent Financial Advisor [IFA] who specialises in the type of investment in question.

The financial promotion may include a statement containing the aforementioned indications.

Transitional Provisions – January 31st 2024 and March 26th 2024

In early 2024, the thresholds for High-Net Worth Individuals [HNWI] and Self-Certified Sophisticated Investors [SCSI] underwent a change followed by a reversal. Stakeholders should be aware of the resulting transitional arrangements.

• Between January 31, 2024 and March 26, 2024, the eligibility thresholds were increased. Individuals who completed and signed an investor statement in accordance with the criteria in effect during that period may continue to rely on that statement until January 30, 2025.
• Effective 31 January 2025, all previously submitted investor statements will be rendered null and void, regardless of whether an individual has completed and signed such a statement within the preceding 12-month period.

Effective 31 January 2024, the exemptions that currently allow High-Net Worth Individuals [HNWI] and Self-Certified Sophisticated Investors [SCSI] to receive certain financial promotions will be changing.

Revised Conditions – Updated Exemptions

The Financial Services and Markets Act 2000 [FSMA Financial Promotion] [Amendment] [No 2] Order 2023 [SI 2023/1411], referred to as the ‘Order’, was published on December 19, 2023, along with an explanatory memorandum. This Order outlines the updates made through the legislative process.

To summarise, the Order is as follows:

• The proposed changes would raise the financial thresholds to qualify for the High-Net Worth Individual [HNWI] exemption. The new requirements are an annual income of at least £170,000 [increased from £100,000] or net assets of at least £430,000 [increased from £250,000] throughout the previous financial year.
• This regulation amends the eligibility criteria for the self-certified investor exemption. The key changes are as follows:

• • The government proposes removing the criterion that requires investors to have made more than one investment in an unlisted company over the previous two years. This criterion is no longer considered an accurate indicator of investor sophistication, particularly given the significant rise in online investing since the introduction of this exemption in 2005.
  • To meet the ‘company director’ criterion, the required annual company turnover has been increased from £1 million to £1.6 million.

• The business must include contact information in any communications that rely on the High-Net Worth Individual [HNWI] or Self-Certified Sophisticated Investor [SCSI] exemptions.
• The title of the High-Net Worth Individual [HNWI] exemption has been updated by removing the reference to the HNW individual being ‘certified’.
• The company has updated the content and format of the statements for High-Net Worth Individuals [HNWI] and Self-Certified Sophisticated Investor [SCSI]. This includes revising the format and prominence of the statement type, as well as using more simplified language throughout.

Effective 31 January 2024, firms must ensure that High-Net Worth Individuals [HNWI] and Self-Certified Sophisticated Investors [SCSI] comply with the revised conditions outlined in the updated exemptions, as there will be no transitional period for the new rules.

This policy applies even to individuals who have already been promoted under the current exemptions.

Provided a business has made a financial promotion to an individual prior to January 31, 2024, in accordance with the applicable exemptions, that business may continue engaging with the individual regarding the original financial promotion without necessitating an updated investor statement.