Illinois Limitation on Disposition of Securities Memorandum

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Control #:
US-TC1015
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Description

The purpose of this memorandum is to review certain reporting and disclosure requirements, and certain restrictions that may limit the disposition of securities of the company held by its officers, directors and principal shareholders, which are imposed by the Securities Act of 1933, the Securities and Exchange Act of 1934, and the rules of the Securities and Exchange Commission thereunder. This memorandum is prepared for the management of the company and should be treated as a confidential communication between the company and its counsel.

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FAQ

Forgery: No time limit. Any offense involving sexual conduct / sexual penetration of a minor in which the DNA profile of the offender is obtained and entered into a DNA database within 10 years after the commission of the offense: No time limit.

The general rule is that you have five years to sue on an unwritten (oral) contract or agreement and ten years on a written contract.

Regulation D Rule 506(c) ? Notification Filing Filing requirements include a copy of the Form D filed with the SEC and payment of the $100 filing fee. Submit Form D and pay the filing fee within 15 days after the first sale of securities to an Illinois resident. Please submit Form D and make an ACH payment via EFD.

What is Section 4(a)(5)? Statutory Exemption for Accredited Investors - Section 4(a)(5) -Section 4(a)(5) of the 33 Act provides a statutory exemption for securities sold in ance with its provisions.

Under Section 5 of the Securities Act, all issuers must register non-exempt securities with the Securities and Exchange Commission (SEC). Section 5 regulates the timeline and distribution process for issuers who offer securities for sale.

Section 10(b) of the Exchange Act and Rule 10b-5 prohibit material misrepresentations and misleading omissions in connection with the purchase or sale of securities.

It shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any security, unless a registration statement has been ...

[1] Section 6(b) of the Securities Act requires an issuer of securities to pay, at the time of filing of a registration statement, a prescribed fee based on the aggregate price of securities to be offered.

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Illinois Limitation on Disposition of Securities Memorandum