What is a Non-U.S. Investor?

A Non-U.S. investor is an individual or entity whose jurisdiction of residence is outside the United States. It is eligible for participation in a Node offering under Reg S subject to identity verification, accreditation-equivalent checks, and jurisdictional eligibility confirmation.

How Non-U.S. Investors Participate

Non-U.S. investors access Node offerings through the Reg S parallel structure, a SEC safe harbor that permits securities offerings to persons outside the United States. Reg S operates alongside the Reg D 506(c) exemption used for U.S. accredited investors. The two frameworks run in parallel but under different regulatory requirements.

Non-US investor participation introduces:

complexity across tax

Regulatory

operational dimensions

with foreign investors facing different tax treatment including:

real estate gain taxation under FIRPTA rules

treaty implications for home countries

withholding obligations on distributions.

To participate, a non-U.S. investor must complete the same KYC and identity verification process as U.S. investors, performed by SumSub.

The verification confirms the investor's identity, jurisdiction of residence, and that the investor is not a U.S. person for tax and securities law purposes.

Eligibility Requirements for Non-U.S. Investors

While non-U.S. investors are not subject to SEC accreditation requirements, they must satisfy the eligibility criteria defined for the Reg S offering. This may include accreditation-equivalent thresholds established by the investor's home jurisdiction, minimum investment amounts, or professional investor classifications.

Jurisdictional eligibility is also verified. Not all non-U.S. jurisdictions are approved for participation. Countries subject to sanctions, jurisdictions with incompatible securities regulations, or territories where the offering has not been structured for compliance are excluded. Funds must comply with regulations governing foreign participation including SEC securities offering rules, CFIUS review for sensitive industry acquisitions, and beneficial ownership reporting.

Operational considerations include documentation like passport verification, reporting requirements including Form 8288-B FIRPTA withholding reporting, and ongoing compliance updating investor tax information. SumSub's OFAC and sanctions screening applies equally to non-U.S. investors.

Transfer Restrictions for Non-U.S. Investors

Ownership interests purchased under Reg S carry their own transfer restrictions. Securities sold under Reg S must not flow back to U.S. persons during the distribution compliance period.

This restriction is encoded into the on-chain factory contract layer, which verifies the jurisdictional status of both seller and buyer before permitting any transfer.

After the distribution compliance period, non-U.S. investors may transfer their ownership interests to other eligible non-U.S. investors or, if applicable, to U.S. accredited investors through compliant channels.

Each transfer must satisfy the transfer restrictions encoded in the smart contract.

Non-U.S. Investors at Node Proptech

Each Node structure offers a Reg S parallel structure to accommodate non-U.S. participation. SumSub verifies identity, jurisdiction, and eligibility. The soulbound ERC-721 compliance token encodes the investor's jurisdictional status on-chain. For funds with large foreign bases, dedicated compliance personnel managing international requirements becomes necessary.

FATCA compliance requirements are integrated into the onboarding workflow for investors with U.S. tax obligations.