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Wholesale investors

How to get an accountant's certificate for wholesale investing

A one-page letter from your accountant is the most common way to show you are a wholesale or sophisticated investor. Here is who can sign it, what it needs to say, and what to bring to make it quick.

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An accountant’s certificate is a signed statement from a qualified accountant confirming you have net assets of at least $2.5 million, or gross income of at least $250,000 in each of the last two financial years. It lets you invest as a wholesale or sophisticated investor. It is valid for up to two years.

HomeSec Business Finance, an Australian private lender founded in 2004, invites wholesale investors to co-fund some of its short term secured loans. Most of those investors qualify through this certificate, so we have set out how it works and how to make getting one straightforward.

What is an accountant’s certificate?

It is often called a “s708 certificate”, a “sophisticated investor certificate” or a “wholesale investor certificate”. They are the same document.

The Corporations Act allows certain offers to be made without a prospectus or product disclosure statement if the investor meets a wealth or income test. The certificate is the evidence. As ASIC explains, a person holding one is a sophisticated investor for Chapter 6D (offers of shares and debt) and a wholesale client for Chapter 7 (financial products and services). The relevant provisions are sections 708(8)(c) and 761G(7)(c).

The certificate is not an investment approval and does not say anything about your experience. It confirms one thing: that your finances meet a threshold. For the wider picture, see wholesale vs sophisticated vs retail investors.

Who can sign it?

Only a “qualified accountant”. ASIC sets the definition by legislative instrument. According to ASIC’s guidance, the accountant must belong to one of three professional bodies at a recognised level and comply with that body’s continuing professional education requirements:

Professional bodyRecognised membership
Chartered Accountants Australia and New ZealandCA, ACA, FCA
CPA AustraliaCPA, FCPA
Institute of Public AccountantsAIPA, MIPA, FIPA

Members of certain overseas accounting bodies can also sign, if they have at least three years’ practical experience in accounting or auditing and the investor is a resident of the same country. That helps investors based overseas; our page for overseas investors covers the rest.

In September 2026, ASIC remade the qualified accountant instrument as ASIC Corporations (Qualified Accountant) Instrument 2026/734, before the old 2016 instrument was due to sunset on 1 October 2026. ASIC says the new instrument continues the previous arrangements, with minor drafting updates and updated names for foreign bodies.

What does the certificate need to say?

There is no single prescribed form, but providers look for the same essentials. Based on ASIC’s guidance, a certificate should:

  • Name the person it relates to, and any company or trust included.
  • State which test is met: net assets of at least $2.5 million, or gross income of at least $250,000 in each of the previous two financial years.
  • Refer to the Corporations Act, usually both Chapter 6D and Chapter 7, or sections 708(8)(c) and 761G(7)(c).
  • Identify the accountant and confirm they are a qualified accountant, including their professional body and membership level.
  • Be signed and dated. The date matters, because it starts the two-year clock.

Many investment providers supply their own template. Your accountant can use it or issue the certificate on their letterhead.

How long does the certificate last?

Certificates are valid for up to two years after they are issued under both Chapter 6D and Chapter 7.

After two years, it expires. You need a new one based on your finances at that time, even if nothing has changed. If you plan to invest regularly, it is worth diarising the expiry date and asking your accountant to renew it a month or two early, so you are not waiting on paperwork when an opportunity comes up.

Can you use one certificate for several investments?

Generally, yes. The certificate is about you, not about a particular offer, so while it is current you can give a copy to more than one provider. Most investors keep a signed PDF on file and send it whenever an opportunity calls for it.

Each provider decides what it will accept, though. Some want the certificate on their own template, some want it addressed to them, and some ask for a fresh one if yours is close to expiry. It is worth asking up front, so your accountant can prepare a version that works for everyone you deal with.

Keep in mind that the certificate reflects your position when it was signed. If your circumstances change significantly, for example after a large loss or a major restructure of your entities, talk to your accountant about whether it still reflects the facts.

Can companies and trusts rely on your certificate?

Often, yes. ASIC’s guidance confirms that the net assets and gross income of a company or trust controlled by the person can be included in the calculation. This means an investor who holds most of their wealth in a family trust or investment company can still qualify, and that entity can invest on the strength of the certificate.

There is one limit worth knowing. ASIC notes that a trustee company with fiduciary duties cannot meet the control test, so the assets of the trust are not simply treated as the trustee company’s own. Your accountant will know how to structure the wording for your entities.

Super funds are a separate case. The rules for SMSFs are narrower and contested; we explain them in can an SMSF be a wholesale investor?

What should you take to your accountant?

Your accountant has to be satisfied you meet the test before signing. Bringing the right papers makes that quick.

For the income test

  • Your tax returns for the last two financial years
  • Your notices of assessment for those years
  • Financial statements for any company or trust you control whose income is being included

For the net assets test

  • A list of all your assets and liabilities, including those held in companies and trusts you control
  • Property values, such as recent valuations or appraisals, and current mortgage statements
  • Share, managed fund and platform statements
  • Bank and term deposit statements
  • Latest financial statements for companies and trusts you control
  • Statements for any other debts, such as car, margin or business loans

For the certificate itself

  • The provider’s template, if they have one
  • The exact names of any company or trust that will invest, with ABN or ACN
  • Your contact details and identification, if your accountant does not already hold them

Your family home counts towards net assets. The parliamentary committee’s report confirms the test currently includes all assets in a person’s name, including the principal residence.

What if you don’t meet the thresholds?

The certificate is not the only route. You can also qualify by investing $500,000 or more in the offer, known as the product value test. That $500,000 figure is a legal eligibility test, not the amount you have to put into each loan; once you qualify, you choose how much to contribute to each loan, from $100,000 to several million dollars. The thresholds have not changed since 2001; according to Gilbert + Tobin, about 18% of Australian adults qualified in 2024, compared with 1.9% in 2001.

Your accountant cannot sign if you do not meet the test, and you should not ask them to. The certificate is a professional statement, and providers rely on it.

How does this work with HomeSec?

To co-fund a loan with HomeSec, you need to be a wholesale or sophisticated investor. You can qualify with an accountant’s certificate, no more than two years old, showing net assets of at least $2.5 million or gross income of at least $250,000 in each of the last two financial years.

Once you qualify, you receive due diligence packs on loans as they become available and decide which, if any, to fund and how much to put into each. Our page for wholesale investors explains the process. If you’d like to talk through the paperwork, register your interest and our Funding Manager will be in touch.

Frequently asked questions

What is an accountant's certificate for wholesale investors?

It is a signed statement from a qualified accountant confirming that a person has net assets of at least $2.5 million, or gross income of at least $250,000 in each of the last two financial years. Holding one lets you be treated as a sophisticated investor under Chapter 6D and a wholesale client under Chapter 7 of the Corporations Act.

Who can sign a wholesale investor certificate?

A qualified accountant, as defined by ASIC's legislative instrument. That means a member of Chartered Accountants ANZ, CPA Australia or the Institute of Public Accountants at a recognised membership level, who complies with their body's continuing professional education requirements. Some members of listed overseas bodies can certify for residents of their own country.

How long is an accountant's certificate valid?

Up to two years after it is issued. After that, you need a new certificate based on your financial position at the time. Most investment providers will ask for a current certificate before each new investment, so it helps to diary the expiry date.

Can a company or trust use my accountant's certificate?

Generally, yes, where the company or trust is controlled by a person who meets the test. ASIC's guidance confirms the net assets and gross income of a company or trust controlled by the person can be included. Super funds are treated differently, so SMSF trustees should read the separate rules that apply to them.

What documents do I need for an accountant's certificate?

For the income test, your last two tax returns and notices of assessment. For the net assets test, evidence of what you own and owe: property values and mortgage statements, share and fund statements, bank statements, and financial statements for companies and trusts you control. Your accountant may already hold much of this.

Sources

  1. ASIC — Certificates issued by a qualified accountant
  2. ASIC — ASIC remakes qualified accountant legislative instrument (September 2026)
  3. Parliament of Australia — PJC report, Chapter 2: The wholesale investor and client tests
  4. Gilbert + Tobin — Wholesale client tests remain the same

Figures are as at 26 September 2026 unless stated. This page is reviewed by Catriona Anderson, General Manager of HomeSec Business Finance, and updated as markets change.

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