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Tennessee Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares

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US-1058BG
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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). This Legend restricts the transfer of stock in accordance with the Articles of Incorporation or the Corporation's Bylaws or a Shareholder's Buy Sell Agreement.

Tennessee Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares can refer to a specific provision or stipulation found on stock certificates issued by companies in Tennessee. This provision serves as a notice to shareholders that there is a separate document accompanying the stock certificate, which contains certain restrictions on the transfer of shares. The Tennessee Legend plays a crucial role in ensuring the enforceability of the restrictions and protecting the interests of the company and its shareholders. It serves as a reminder to the holder of the stock certificate that the transfer of shares is subject to specific conditions outlined in the accompanying document. The Tennessee Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares is important for various reasons. It helps maintain control over the ownership and distribution of shares, prevents unauthorized transfers, safeguards the company's confidential information, and ensures compliance with applicable laws and regulations. There can be different types of Tennessee Legends on Stock Certificates, depending on the nature of the transfer restrictions. For example, some certificates may have a legend referring to a "Shareholder Agreement," which outlines the rights and obligations of shareholders and sets limitations on transferring shares to third parties. Other certificates may include a legend referencing a "Buy-Sell Agreement," which specifically addresses the circumstances under which shares can be sold, such as the death or disability of a shareholder, or the desire to sell shares to other existing shareholders before offering them to external parties. Furthermore, certain stock certificates may feature a legend mentioning a "Restrictive Legend" that refers to a document limiting share transfers to certain individuals or entities, such as key employees, directors, or strategic partners. In all these cases, the Tennessee Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares acts as a visible reminder to shareholders of the need to consult and adhere to the specific provisions outlined in a separate document governing share transfers. It plays a vital role in maintaining control, protecting shareholder rights, and ensuring the orderly transfer of shares in Tennessee-based companies.

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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.

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.

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.

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.

A stock transfer restriction is essentially a contract between the shareholders of the corporation or members of the LLC. Therefore, the owners have the ability to be extremely creative in crafting a stock transfer restriction that meets their specific wants and needs.

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.

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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 ... 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.Restricted stock frequently will have a legend printed on the back of the stock certificate(s) stating that the shares cannot be sold or transferred without ... If your shares are included in an effective registration statement, we will remove the restricted legend upon receipt of the following items: the original stock ... (d) A restriction on the transfer or registration of transfer of shares may: (1) Obligate the shareholder first to offer the corporation or other persons ( ... Restrictive legends are stamped or printed on the certificate or instrument, face or reverse, of restricted securities and usually begin with “These securities ... A stock certificate is documentation of a shareholder's ownership in a corporation. It indicates the number of shares owned by an individual, the par value (if ... RULE 144 LEGEND REMOVAL AND PRIVATE TRANSFER. For removing the legend for a non-affiliate to immediately transfer the shares to a different registration name. Stock Legends are essentially a statement present on stock certificates, and lists the restrictions regarding stock transfers. If you are new to stock legends, ... If one or more certificates for all or any portion of the Restricted Shares are delivered in the Participant's name under this Agreement before such Restricted ...

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Tennessee Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares