Transferee Representation Statement
What this document covers
The Transferee Representation Statement is a legal document that outlines the representations made by a transferee in connection with the resale of securities issued by a company. This form is important for ensuring compliance with regulations regarding private placements, helping parties maintain exemption from registration under the Securities Act. Unlike similar forms, this statement includes critical disclosures about the nature of the investment and the experience level required of the transferee.
Form components explained
- Name and details of the company involved.
- Details of the transferee and transferor.
- Information about the security being transferred, including type and number of shares.
- Statements regarding the transferee's investment experience and intentions.
- Acknowledgment of risks associated with unregistered securities.
- Legal disclaimers regarding registration under the Securities Act.
When to use this document
This form should be used when a transferee is acquiring shares of a company that have not been officially registered with the SEC. It is particularly relevant in private placement transactions where both parties need to affirm that the shares are being purchased for investment purposes without a view to distribution. It helps protect the companyâs exemption from registration and ensures that the transferee understands the risks of investing in unregistered securities.
Who needs this form
- Transferees acquiring shares in a private placement.
- Investors who have experience with private securities and understand the related risks.
- Individuals or entities that qualify as accredited investors under the applicable regulations.
Instructions for completing this form
- Identify and enter the names of the transferee, transferor, and the company.
- Specify the type of security being transferred and the number of shares.
- Provide the date of the transaction.
- Fill in the transferee's representations related to investment experience and intent to hold the shares.
- Ensure acknowledgment of the risks associated with acquiring unregistered securities.
Notarization guidance
In most cases, this form does not require notarization. However, some jurisdictions or signing circumstances might. US Legal Forms offers online notarization powered by Notarize, accessible 24/7 for a quick, remote process.
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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.
Common mistakes to avoid
- Failing to ensure that the transferee qualifies as an accredited investor.
- Not providing complete investment experience details.
- Overlooking the specific requirements of state laws that might affect the transaction.
Advantages of online completion
- Convenience of downloading and filling out the form at any time.
- Editability allows you to customize the form based on your needs.
- Reliability of using pre-drafted templates created by licensed attorneys.
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FAQ
Covenants have been distinguished from representations because they are promises of performance in the future, in contrast to statements of the existence of a past or present fact.
Use Form 1 to appeal a District Court judgment or order. Use Form 2 to appeal a Tax Court decision. Use Form 3 to ask the Court to review an Agency, Board, Commission, or Officer order (this includes a decision from the Board of Immigration Appeals). Use Form 5 to appeal a Bankruptcy Appellate Panel judgment or order.
Related Content. A statement, which relates to a matter of fact or present intention, made during contractual negotiations, which the parties do not ordinarily intend will become a contractual term, but which may induce another party to enter into a contract.
Use Form 1 to appeal a District Court judgment or order. Use Form 2 to appeal a Tax Court decision. Use Form 3 to ask the Court to review an Agency, Board, Commission, or Officer order (this includes a decision from the Board of Immigration Appeals). Use Form 5 to appeal a Bankruptcy Appellate Panel judgment or order.
1) The act of representing -- for example, by serving as agent for another or acting as an attorney for a client. 2) A statement of alleged fact either in negotiations or in court. 3) A process by which an heir inherits in place of a predecessor, called right of representation.
How long does it take from the time of the notice of appeal until oral argument? For a civil appeal, approximately 12-20 months from the notice of appeal date. If briefing isn't delayed, approximately 9-12 months from completion of briefing. For a criminal appeal, approximately 4-5 months after briefing is complete.
Like a representation, a warranty usually includes a statement of fact, but it goes a step further by guaranteeing that the statement is true. Therefore, unlike representations, which are based upon past and present facts, a warranty may include a guaranty that the facts won't change.
A representation is a statement of past or present fact (either express or implied) made by one party to induce the other party to enter into the agreement.
Timing can vary depending on the case and the panel, but the average time from argument to decision at the Federal Circuit for precedential patent cases is about three to four months.
