Pre-IPO investing for qualified investors: Switzerland, the EU and the US

By Unicorn Private Research. Published and last updated 2026-09-20.

Key takeaways

Private offerings are generally restricted to qualified, professional or accredited investors.
The tests differ by country and change over time, so investors should check current rules and take advice.
In the United States the key concept is the accredited investor; in the EU, the professional client; in Switzerland, the qualified investor.
Restrictions protect investors from illiquid and hard-to-value products.

This guide gives a general overview and is not legal advice. Rules change, and an investor's own status must be confirmed with a qualified adviser.

United States: accredited investors

Private offerings under Regulation D are generally limited to accredited investors, defined by income or net worth tests and by certain professional qualifications. The SEC's investor education site explains the definition.

European Union: professional clients

Under MiFID II, firms distinguish retail clients, professional clients and eligible counterparties. Complex or illiquid products are typically offered to professional clients or to retail clients only with additional protections.

Switzerland: qualified investors

Swiss financial regulation distinguishes retail, professional and institutional clients and allows certain wealthy or experienced individuals to opt in as qualified investors, with distribution rules that depend on the product. Investors resident in Switzerland should verify the current criteria and the position of the provider.

Practical steps

Confirm which investor category applies to you and keep the supporting documents.
Check whether the provider is authorized or exempt for the activity it performs.
Ask for the offering documents and read the restrictions on transfer and on exit.
Take independent legal and tax advice before committing.