Michigan Statement or Legend on Stock Certificate - Notice of Restriction on Transfer - Stock not Registered - Intrastate Exemption
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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
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.
AN ACT to enact the uniform securities act (2002) relating to the issuance, offer, sale, or purchase of securities; to prohibit fraudulent practices in relation to securities; to establish civil and criminal sanctions for violations of the act and civil sanctions for violation of the rules promulgated pursuant to the ...
These laws regulate the securities industry within the state and understanding the basics of Michigan's blue sky laws will help you make smart business decisions about how you put together an offer and protect yourself from potential legal trouble.
Blue sky laws are state securities regulations. That is, in addition to federal securities regulations, mainly the Securities Act of 1933 and the Exchange Act of 1934, states may also require issuers of securities to register with their state and regulate securities fraud.
'The De Minimis' exemption means an investment adviser is exempt from registration if they have five or fewer clients over a 12-month period with a physical address.
Only a transfer agent can complete the task of removing a restrictive stock legend. The transfer agent will require an opinion letter from the issuer's counsel or from his or her own lawyer plus 144 papers completed by a broker?stating that the restricted legend can be removed.
Blue Sky Law Exemptions: Rule 504 and Rule 506 There are exceptions to the Blue Sky laws which may apply to your business. While the legal intricacies of security registration are complex, private companies and startups often fall under the ?covered securities? category, which is exempt from Blue Sky laws.
The states do, however, often require a notice be filed with them along with the appropriate fee, conduct investigations, and bring fraud actions if necessary in order to protect those domiciled in their states. When everything takes place within the state, then Michigan's Blue Sky Rules apply.
