Alaska Statement or Legend on Stock Certificate - Notice of Restriction on Transfer - Stock not Registered - Intrastate Exemption

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US-1057BG
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Description

A Legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. The Securities Act of 1933 regulates the initial sale of securities to the public. Some securities are exempt from coverage of the Act. Certain stock issue transactions are also exempt (i.e., exempt from registration with the Securities and Exchange Commission). The most common exempt transaction that close corporations take advantage of is the intrastate offering. To qualify for this exemption, both the investors and the issuer must all be residents of the same state. The issuer must also meet the following requirements: • 80% of its assets must be located in the state; • 80% of its income must be earned from operations within the state; and • 80% of the proceeds from the sale must be used on operations within the state. Also, for nine months after the issuance, the stock can only be sold to state residents.

How to fill out Statement Or Legend On Stock Certificate - Notice Of Restriction On Transfer - Stock Not Registered - Intrastate Exemption?

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FAQ

Unregistered shares have fewer investor protections and pose different kinds of risks than registered securities. As a result, companies can only sell unregistered shares to "qualified investors." To be considered a "qualified investor," you must be a high-net-worth individual (HNWI) or a high-income investor.

Before securities?like stocks, bonds, and notes?can be offered for sale to the public, they first must be registered with the Securities and Exchange Commission (SEC). Any stock that does not have an effective registration statement on file with the SEC is considered "unregistered."

Before securities?like stocks, bonds, and notes?can be offered for sale to the public, they first must be registered with the Securities and Exchange Commission (SEC). Any stock that does not have an effective registration statement on file with the SEC is considered "unregistered."

Under the U.S. Securities Laws, specifically The Securities Act of 1933, the mere offer to sell a security ? unless there is an effective registration statement on file with the SEC for the offer ? via the Internet can be a felony subjecting the offeror to a 5 year federal prison term.

The most common unregistered offerings to institutions in capital markets include: traditional private placements of debt or equity securities sold to a limited number of institutional investors under Section 4(a)(2) or Regulation D; Rule 144A offerings of eligible debt or equity securities to large institutional ...

Exempt transactions are securities transactions that are exempt from the registration requirements of the 1933 Securities Act. Four typical examples of transaction exemptions in the United States include 1) Regulation A Offerings, 2) Regulation D Offerings, 3) Intrastate Offerings, and 4) Rule 144 Offerings.

Rule 144 is the most popular safe harbor that allows shareholders to sell unregistered stock in the public marketplace. Rule 144 has a holding period requirement as well as several other requirements. A securities attorney will opine on whether the requirements of the Rule have been met.

Under the federal securities laws, every offer and sale of securities, even if to just one person, must be either registered with the SEC or conducted under an exemption from registration.

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Alaska Statement or Legend on Stock Certificate - Notice of Restriction on Transfer - Stock not Registered - Intrastate Exemption