Mississippi 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.

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FAQ

Any security that does not have an effective registration statement on file with the Securities and Exchange Commission is considered ?unregistered.? To sell (or attempt to sell) a non-exempt security before it is registered may even be considered a felony.

It is unlawful for a person to transact business on behalf of a broker-dealer unless that person is registered as an agent in the state. Only individuals selling on behalf of the issuer may qualify to be exempt from registration as an agent. State laws provide for exclusions from the definition of investment adviser.

Selling unregistered shares is typically considered a felony, but there are exceptions to this rule. SEC Rule 144 lays out the conditions under which unregistered shares may be sold: They must be held for a prescribed period. There must be adequate public information about the security's historical performance.

Broker-Dealers Must Register Before Selling Unregistered Securities ? Including Private Placements (or Regulation D offerings) A security sold in a transaction that is exempt from registration under the Securities Act of 1933 (the "1933 Act") is not necessarily an "exempted security" under the Exchange Act.

An individual would be prohibited from acting as an agent for more than one broker-dealer or more than one issuer at a time (unless the broker-dealer or issuer for which the agent acts were affiliated by direct or indirect common control or were authorized by rule or order under the bill).

Any security that does not have an effective registration statement on file with the Securities and Exchange Commission is considered ?unregistered.? To sell (or attempt to sell) a non-exempt security before it is registered may even be considered a felony.

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.

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