Statement or Legend on Stock Certificate - Notice of Restriction on Transfer - Stock not Registered - Intrastate Exemption
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FAQ
Rule 144 is a set of SEC guidelines outlining the sale of restricted or unregistered securities. In order to be freely transacted, Rule 144 mandates that 5 conditions must be satisfied, including a minimum holding period, quantity restrictions, and disclosure of the transaction.
An old stock or bond certificate may still be valuable even if it no longer trades under the name printed on the certificate. The company may have merged with another company or simply changed its name.
A legend is a statement on a stock certificate noting restrictions on the transfer of the stock. A stock legend is typically put in place due to the requirements established by the Securities and Exchange Commission (SEC) for unregistered securities.
Rule 144 regulates transactions dealing with restricted, unregistered, and control securities. These type of securities are typically acquired over-the-counter (OTC), through private sales, or constitute a controlling stake in an issuing company.
Form 144, required under Rule 144, is filed by a person who intends to sell either restricted securities or control securities (i.e., securities held by affiliates. Form 144 is notification to the SEC of this intention to sell and must take place at the time the sell order is placed with the broker-dealer.
Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless the issuer consentsusually in the form of an opinion letter from the issuer's counsel to the transfer agent.
Restrictive legends are stamped or printed on the certificate or instrument, face or reverse, of restricted securities and usually begin with These securities are not registered . . . . Restricted securities that are not represented by a certificate (generally referred to as book entry) will have a notation of
Restrictive legends are stamped or printed on the certificate or instrument, face or reverse, of restricted securities and usually begin with These securities are not registered . . . . Restricted securities that are not represented by a certificate (generally referred to as book entry) will have a notation of
Applicable Law: In the first lines, you have to write the name of the state where the company was incorporated. Company Identification: Then, you have to write the name of the corporation and its legal address. Name of the shareholder: The next line is meant for the shareholder's name.
