ExemptMarket3 min read

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.

Andrii Andriushchenko
Andrii Andriushchenko
Licensed Dealing RepresentativeAxcess Capital Advisors Inc.NRD #4575551

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


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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