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The purpose of the restrictive legend or notation is to protect the issuing company from loosing its private placement exemption for the initial sale of the securities and to notify the investor that the restricted securities cannot be resold into the public securities market without satisfying certain requirements.
A legend is a statement on a stock certificate noting restrictions on the transfer of the stock. A stock legend is typically put in place due to the requirements established by the Securities and Exchange Commission (SEC) for unregistered securities.
To fill out a stock certificate, you fill in the name of the shareholder, the name of the corporation, the number of shares represented by the certificate, the date, and possibly an identification number. There is also a space for a corporate officer to sign on behalf of the corporation and to affix the corporate seal.
The legends on the back of the stock certificate allow people with no knowledge of how or why the shares were issued to inform themselves quickly of whether the shares are registered with the SEC and if there are restrictions on transfer of the shares.