New Jersey Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares
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How to fill out Legend On Stock Certificate With Reference To Separate Document Restricting Transfer Of Shares?
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FAQ
A legend is a statement on a stock certificate noting restrictions on the transfer or sale of a company's stock.
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.
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.
Rule 144 is a set of regulations that outline the conditions in which the sale of unregistered or restricted stock shares can be sold. Typically, criteria must be met before a sale is allowed, including a minimum period in which the stock should be held, which can be up to one year.
Removing a restricted stock legend is a matter solely in the discretion of the issuer of the securities. State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not take action in any decision or dispute about removing a restrictive legend.
What Is Restricted Stock? Restricted stock refers to unregistered shares of ownership in a corporation that are issued to corporate affiliates, such as executives and directors. Restricted stock is non-transferable and must be traded in compliance with special Securities and Exchange Commission (SEC) regulations.
A restricted security must bear a legend giving notice of the restrictions. That legend which must be removed after the restrictions are lifted. A security with a legend cannot be transferred or sold and must be removed before any transaction.
