Ohio 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
A legend is a statement on a stock certificate noting restrictions on the transfer of the stock. A stock legend is typically put in place due to the requirements established by the Securities and Exchange Commission (SEC) for unregistered securities.
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.
Fill out the recipient/new shareholders name, address, Tax ID/ Social Security number and phone number. Certificate Issuance: Designate the total number of shares to be transferred to the new shareholder and any special instructions you wish to be included.
The process of removing the restrictive legend from a stock certificate is done only to facilitate a public resale, and in no way alleviates an investor from complying with all aspects of Rule 144 at all times.
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.
The legends on the back of the stock certificate allow people with no knowledge of how or why the shares were issued to inform themselves quickly of whether the shares are registered with the SEC and if there are restrictions on transfer of the shares.
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.
