'Sophistication' Qualifications Even if you’re not accredited, you might still be able to buy private shares if you’re “sophisticated.” The SEC uses this term to refer to people who understand the risks of private stock investments or who hire a representative with that knowledge. You can buy shares through a “private placement,” which requires some paperwork from both you and the seller. You can deal directly with a corporation or go through a broker that specializes in private placements. The seller must submit the SEC’s Form D before it can sell you the shares. You can’t resell the shares for at least six months unless you also file a Form D. During that six-month period, the shares are “restricted.”
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