Affiliate Letter in Rule 145 Transaction
About this form
The Affiliate Letter in Rule 145 Transaction is a legal document that allows sellers to confirm specific representations when selling securities under SEC Rule 145. This form is necessary for individuals who received shares through a merger or acquisition and wish to sell them without registering with the SEC. It helps to clarify their affiliation status and compliance with SEC regulations, distinguishing it from other stock sale agreements.
Key parts of this document
- Seller's identification and securities details
- Affiliation confirmation and transaction specifics
- Disclosure of prior sales and compliance with Rule 144
- Representation on issuer's current filing status with the SEC
- Authorization for broker or market maker to act on behalf of the seller
When to use this document
This form should be used when an investor wants to sell securities received from a merger, acquisition, or reclassification, and they are seeking to transfer these shares without going through the usual registration process. It is particularly relevant for sellers who must confirm that they are not affiliates of the issuer and comply with specific SEC requirements.
Who should use this form
- Individuals who were previously affiliated with a company involved in a merger or acquisition
- Investors who hold stocks received as part of a business combination
- Persons looking to sell shares while ensuring compliance with SEC regulations
- Broker-dealers facilitating the sale of the securities
Completing this form step by step
- Identify the issuerâs name and record the quantity and class of shares you intend to sell.
- Complete the section confirming your affiliation status with the issuer.
- Detail any prior sales of the issuer's securities over the past three months.
- Sign and date the form to validate your representations.
- Forward the completed letter to your broker for processing.
Is notarization required?
This form does not typically require notarization unless specified by local law. It's advisable to check your local regulations to ensure compliance.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Mistakes to watch out for
- Failing to accurately disclose previous sales of issuer securities.
- Not providing complete information regarding affiliation with the issuer.
- Neglecting to check and confirm the issuer's SEC filing status.
- Omitting the date or signature, rendering the form invalid.
Benefits of completing this form online
- Easy access to a legally sound document drafted by licensed attorneys.
- Convenient downloading and editing for immediate use.
- Guided completion process to minimize errors.
- Secure storage options for future reference or compliance checks.
Quick recap
- The Affiliate Letter in Rule 145 Transaction is essential for selling securities without prior SEC registration.
- Accurate completion is crucial, especially concerning affiliation and past sales.
- This form serves as a safeguard for compliance with SEC rules on trading shares post-merger or acquisition.
