Can you consult for equity without being an accredited investor?

Accredited investor (or sophisticated investor, etc) has a legal meaning such as minimum asset. However, because the (private) stock is not being offered to the public, normal SEC (or equivalent regulations) are usually not invoked (not strictly an offer). The presumption is that a professional should know what he's doing in contrast to Joe Blogg public. On the other hand your tax authority might have a different opinion as technically, the sequence is fee for service, acknowledgement of debt, then debt equity conversion should have a taxable component which is due at the point of service delivery. There are enough complications in startup life without cluttering up the shareholder registry so unless it is really strategic, wildly slicing off control is a long-term uncool idea.