Rule 144 Seller's Representation Letter Non-Affiliate
Overview of this form
The Rule 144 Seller's Representation Letter Non-Affiliate is a legal document used by sellers of restricted or control securities to affirm their eligibility for an exemption under SEC Rule 144. This letter verifies that the seller is not an affiliate of the issuing company, allowing them to sell their shares without being subject to the same registration requirements as affiliates. The form is crucial for ensuring compliance with securities laws during the sale process.
Key components of this form
- Name of the shareholder and issuer/company
- Class of stock and stock symbol
- Number of shares to be sold
- Broker's name and address
- Representations about the seller's affiliate status
- Verification of investment intent and holding period
Situations where this form applies
This form is needed when a shareholder wants to sell restricted or control securities and needs to assure brokers and transfer agents that they qualify for the Rule 144 exemption. It is typically used during transactions involving restricted securities acquired through private placements or other non-public offerings.
Intended users of this form
- Sellers of restricted securities who are not affiliates of the issuer
- Investors who acquired securities through private placements
- Brokers facilitating the sale of these securities
- Transfer agents verifying the eligibility of securities for sale
Instructions for completing this form
- Enter your name as the shareholder and the name of the issuer/company.
- Specify the class of stock and stock symbol.
- Indicate the number of shares you intend to sell.
- Complete the broker's details and the date of the transaction.
- Make the necessary representations regarding your affiliate status and intent regarding the securities.
- Sign and date the document to validate your claims.
Notarization requirements for this form
This form usually doesn’t need to be notarized. However, local laws or specific transactions may require it. Our online notarization service, powered by Notarize, lets you complete it remotely through a secure video session, available 24/7.
Get your form ready online
Our built-in tools help you complete, sign, share, and store your documents in one place.
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.
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 state your relationship to the issuer, which can invalidate the letter.
- Not including all required fields, like the broker's name and address.
- Misunderstanding the holding period requirements for different types of issuers.
- Not disclosing any material non-public information that could affect the sale.
Why use this form online
- Easy access to a legally compliant template without needing to draft from scratch.
- Can be customized to suit your transaction needs.
- Available for immediate download, saving time and effort.
- Guidelines are integrated for correct completion of the form.
Legal use & context
- The letter functions as a key document in proving compliance with SEC rules.
- It protects brokers and transfer agents by providing necessary representations from sellers.
- Failure to complete the form accurately could lead to potential legal challenges or penalties.
