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

State:
Multi-State
Control #:
US-1057BG
Format:
Word; 
Rich Text
Instant download

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

How to complete a stock transfer form in 10 Steps 1 Consideration money. ... 2 Full name of Undertaking. ... 3 Full description of Security. ... 4 Number or amount of Shares, Stock or other security. ... 5 Name(s) and address of registered holder(s) ... 6 Signature(s) ... 7 Name(s) and address of person(s) receiving the shares.

What information should be included on a share certificate? company name and company registration number. registered office address. unique certificate number. date of issue. class (type) of share(s) being issued or transferred. number of shares issued or transferred. name and correspondence address of the new shareholder.

In most cases, stock transfer forms include important information about the transferor, who is the current owner of the stocks, and the transferee, who becomes the new owner of the stocks. The form may also feature details about the amount of stocks being transferred and their current market value.

As you complete your stock transfer ledger, you will need to provide certain relevant information. This includes the names and addresses of each shareholder, the name of the transferor, the amount paid for the shares, and the number and classes of shares owned by each shareholder.

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.

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.

Stock ledgers require the following for every transaction: The number of company shares transferred. The amount paid for the shares. A description of the share type. The names, addresses, and contact information of each shareholder. The updated number of shares for each shareholder.

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.

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