Eligible vs Accredited Investor in Canada — which one are you (NI 45-106)
Two investor categories under National Instrument 45-106, the exact financial thresholds, and why passing the numbers still leaves the decision to KYC and suitability.
Educational content. Reviewed under Axcess Capital's compliance framework.
TL;DR: Most people in Canada don't even realize that under local rules they may already have access to the private market. And some are sure they qualify — when they don't yet. Access isn't decided by a bank or a salesperson, but by a specific document — National Instrument 45-106. It sorts investors into categories by clear numbers. This page is who's who.
⚠️ Educational content, not personal advice. The private market is restricted to Eligible/Accredited investors (NI 45-106) and carries capital-loss risk and illiquidity. NRD #4575551 · Axcess Capital Advisors Inc.
Numbers decide access, not feelings
First things first: your access to private investments is decided by a regulatory document — NI 45-106. It sorts investors by financial tests. Not by desire or confidence — strictly by income and assets on paper.
Accredited Investor — the top tier
| Criterion (any one is enough) | Threshold | |---|---| | Financial assets | over $1M (excluding your primary residence) | | Net assets | over $5M | | Income | over $200K solo or $300K with a spouse — two years running + a reasonable expectation it continues |
What it grants: the widest access, often with no hard caps on amount. The regulator effectively says: you're large enough to handle it yourself.
Eligible Investor — the tier for many ordinary people
| Criterion (any one is enough) | Threshold | |---|---| | Income | over $75K solo or $125K household | | Net assets | over $400K |
This already covers many IT workers, doctors, engineers, successful entrepreneurs. Possibly you — without even knowing it.
⚠️ A nuance an honest advisor must name: Eligible status grants access, but often with limits — for example, a cap on the amount per product without additional in-depth analysis. That's deliberate, so you don't put everything on one bet.
An example (illustrative only)
- An IT worker on $90K + a spouse's income → together over $125K household. They were sure the private market was "only for the rich" — turns out they'd been Eligible for two years running.
- An entrepreneur with ~$1M turnover, but almost everything locked in the business and loans → modest net assets, not qualifying yet by the criteria.
The numbers on paper decide, not your sense of your own status.
Passing the numbers ≠ you should go in
Passing the numbers is only an open door. Whether to step through is decided by a suitability assessment. Under KYC, an advisor must first understand your situation: goals, horizon, risk tolerance, experience. And the category isn't permanent — it's re-confirmed at the time of every investment.
What's next
- Take the 60-second category test — no email
- What the exempt market is and why the bank won't sell it
- EMD vs CIRO — two different licences
- Free 30-min discovery call
Share with someone who thinks private investing "isn't for them." The numbers may say otherwise.
⚠️ Andrii Andriushchenko — a Dealing Representative registered with Axcess Capital Advisors Inc. (EMD). Registered in Alberta, British Columbia, and Ontario. Content is educational and not investment advice. NRD #4575551.
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