New York 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.
In order to have the legend on a stock certificate removed, investors should contact the company's shareholder relations department to find out the details of the removal process. Following that, the company will send a confirmation authorizing its transfer agent to remove the legend.
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.
Restricted securities are securities acquired in an unregistered, private sale from the issuing company or from an affiliate of the issuer.
Holding period. A six-month holding period is required for ?restricted securities? of an issuer that has been a reporting company for at least 90 days.
Restricted securities must be fully paid for and beneficially owned for a period of at least one year prior to sale. There is no required holding period for control securities that are not also restricted securities.
You may not sell, assign, pledge, encumber, or otherwise transfer any interest in the Restricted Shares until the dates set forth in the Vesting Schedule set forth below, at which point the Restricted Shares will be referred to as ?Vested.? A Restricted Share shall not be subject to execution, attachment or similar ...
If you want to dispose of or move restricted or control securities, the rules and states of the legend and standard transfer necessities must be met. Before the transaction is approved, the issuer's attorney must audit the legend, legal opinion letter, and letter of instructions.
