The Wyoming Legend on Stock Certificate refers to a specific statement or notation that is typically found on the face or back of a stock certificate issued by a corporation based in the state of Wyoming. This legend serves a crucial purpose in informing shareholders and potential investors about certain restrictions or limitations associated with the transferability of the shares represented by the certificate. The Wyoming Legend is often accompanied by a separate document, commonly known as the "Separate Document Restricting Transfer of Shares" or "Transfer Restriction Agreement." This document details the specific terms and conditions under which the shares can be transferred, sold, or otherwise disposed of. It aims to protect the interests of the corporation and its shareholders by imposing restrictions on share transfers to maintain control and prevent unwanted changes in ownership. Various types of Wyoming Legends may exist on stock certificates, each specific to the unique circumstances and requirements of the corporation involved. Some common examples include: 1. Standard Wyoming Legend: This is the most basic type of legend and provides essential information regarding the transferability restrictions. It may state that the shares are subject to certain limitations and that the full details can be found in the accompanying Transfer Restriction Agreement. 2. Rule 144 Legend: If the corporation opts to rely on Rule 144 of the Securities Act of 1933, this legend will be present on the stock certificate. Rule 144 enables shareholders to sell restricted securities in compliance with specific conditions, such as holding periods and volume limitations. The legend typically highlights that the shares are "restricted securities" subject to Rule 144 requirements. 3. Lock-up Period Legend: In case of an initial public offering (IPO) or other significant corporate events, a lock-up period may be imposed. This legend would indicate that the shares cannot be transferred or sold for a specific period after the event, ensuring stability in the market and preventing immediate fluctuations in share prices. 4. Voting Rights Legend: Some corporations may include a legend that emphasizes the restricted voting rights associated with the shares. It clarifies that certain shareholders may have limited or no voting rights, protecting the balance of power within the corporation. It's important for shareholders and potential investors to carefully review both the Wyoming Legend on the stock certificate and the Separate Document Restricting Transfer of Shares to fully understand the nature and extent of the restrictions imposed. These restrictions vary based on the specific needs and objectives of the corporation and must be considered before engaging in any share transactions.
Wyoming Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares
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How to fill out Wyoming Legend On Stock Certificate With Reference To Separate Document Restricting Transfer Of Shares?
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FAQ
In general, restricted securities are acquired in a nonpublic transaction (private placement). Such securities are unregistered, can only be resold under certain conditions and usually bear a legend to that effect.
Only a transfer agent can complete the task of removing a restrictive stock legend. The transfer agent will require an opinion letter from the issuer's counsel or from his or her own lawyer plus 144 papers completed by a broker?stating that the restricted legend can be removed.
Rule 144 is a set of regulations that outline the conditions in which the sale of unregistered or restricted stock shares can be sold. Typically, criteria must be met before a sale is allowed, including a minimum period in which the stock should be held, which can be up to one year.
Restricted stock refers to unregistered shares of ownership in a corporation that are issued to corporate affiliates, such as executives and directors. Restricted stock is non-transferable and must be traded in compliance with special Securities and Exchange Commission (SEC) regulations.
The purpose of the restrictive legend or notation is to protect the issuing company from loosing its private placement exemption for the initial sale of the securities and to notify the investor that the restricted securities cannot be resold into the public securities market without satisfying certain requirements.
In order to have the legend on a stock certificate removed, investors should contact the company's shareholder relations department to find out the details of the removal process. Following that, the company will send a confirmation authorizing its transfer agent to remove the legend.
You may not sell, assign, pledge, encumber, or otherwise transfer any interest in the Restricted Shares until the dates set forth in the Vesting Schedule set forth below, at which point the Restricted Shares will be referred to as ?Vested.? A Restricted Share shall not be subject to execution, attachment or similar ...
