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Statement or Legend on Stock Certificate - Notice of Restriction on...

Restrictive Legend Sample

Name: Statement or Legend on Stock Certificate - Notice of Restriction on Transfer - Stock not Registered - Intrastate Exemption
Brand: US Legal Forms
Price: 59.00 USD
Rating: 4.67 (350 reviews)

Category:

Corporations - Shareholders and Stock

State:

Multi-State

Control #:

US-1057BG

Format:

Instant download

Description Stock Restriction Transfer

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.

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How to fill out Certificate Notice Sample?

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Stock Restriction Contract Other Form Names

Stock Restriction Agreement Stock Restriction Stock Registered Template Stock Registered Form Stock Registered Stock Notice Transfer Stock Certificate Registered

Stock Certificate Notice FAQ

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.

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

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.

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.

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.

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.

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.

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.

Restrictive Legend Sample

Description Stock Restriction Transfer

Stock Restriction Statement Related forms

How to fill out Certificate Notice Sample?

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Stock Restriction Order Form Rating

Stock Restriction Form Form popularity

Stock Restriction Contract Other Form Names

Stock Certificate Notice FAQ

How do you fill out a stock certificate?

What does restrictive legend mean?

What is a restrictive legend?

How can a restrictive legend be removed from restricted securities?

What is a 144 filing?

What is the purpose of Rule 144?

What is a legend on a stock certificate?

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What is Rule 144 restricted?

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