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

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Multi-State
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US-1057BG
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Word; 
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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.

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

Securities purchased in an offering under Rule 147 limit resales to persons residing within the state of the offering for a period of six months from the date of the sale by the issuer to the purchaser.

Under the federal securities laws, any offer or sale of a security must either be registered with the SEC or meet an exemption. Regulation A is an exemption from the registration requirements, allowing companies to offer and sell their securities without having to register the offering with the SEC.

Which of the following statements are TRUE about Regulation A offerings? The best answer is A. Regulation A is intended to make it easier for smaller issuers to raise capital.

Rule 147 allows issuers offering securities intrastate (within one state only) to avoid (federal) registration. Federal agencies like the SEC tend to regulate products offered interstate (across state lines).

Rule 147A. Under the new Rule 147A, issuers can make offers accessible to out-of-state residents, as long as the actual sales are limited to in-state residents.

In 2016, the SEC amended Rule 147 to modernize it and establish an intrastate offering exemption known as Rule 147A. The amended rule allows for offers of securities to be made available to out-of-state residents, as well as for the exemptions to apply to issuers of securities that incorporated out-of-state.

The Rule 147 Intrastate Exemption provides that an issuer will be deemed to be doing business within a state if: (i) the Issuer derives at least 80% of its gross revenues in the past six months from that state; (ii) the Issuer had 80% of its assets located in that state in the most recent semi-annual fiscal year; (iii) ...

In general, all securities offered in the United States must be registered with the SEC or must qualify for an exemption from the registration requirements.

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